Kingdom Hearts: Chain of Memories
by Vegeta the Prince
Summary: Sora enters Halloween Town in the continuing search for his memories. Will Jack Skellington be able to help Sora find his true memories? Also, the Sadist of the Organization, Larxene!
1. Introduction

Introduction

Enter Castle Oblivion

Sora, Donald, and Goofy were sleeping. It was late at night and they rested on the side of the road that they had been chasing Pluto on. Sora gasped in his sleep and sat up quickly, his eyes snapping open. He pushed himself off the ground and continued walking along the road. Eventually the road split into two paths.

"Ahead lies something you need," a voice sounded from behind Sora. He whipped around quickly to see a man in a long black coat with a hood covering his face with black gloves and boots. Suddenly the man was gone.

"What in the world?" Sora whipped around again to see the man standing behind him. He seemed to be floating a few inches above the ground.

"But to claim it, you must lose something dear," he said and began moving backwards along the right path on the road.

"Donald! Goofy!" Sora shouted and the two of them were up quickly. He motioned for them to follow and they ran after the man.

A girl sat in a white room, drawing. She nodded and placed down her pencil and then the paper she was drawing on. On the paper was a castle.

Sora, Donald, and Goofy slowly entered the giant castle the man in the black cloak had entered. The entire room was a brilliant crystal white.

"Looks like nobody's home," Donald looked around.

"You sure we should just barge in like this?" Goofy asked them.

"We have to if we're going to find the king…" Donald said quietly.

"The king!" Goofy's eyes opened wide. "King Mickey's here?"

"Maybe, maybe not. Something told me he'd be here, that's all."

"Really? But…now that you mention it, I was thinkin' the same thing."

"Are you serious?" Sora cut in. "So was I! One look at this castle and I just knew: They're here." Sora said, referring to the King and Riku.

"Well what do you know! Great minds think alike I guess," Goofy laughed.

"Guess again!" the normally quiet Jiminy Cricket jumped from the inside of Sora's jacket. "This can't be a mere coincidence."

"Why, Jiminy?" Donald asked. "Don't tell me that…"

"I felt it, too!" Jiminy nodded.

"Gwarsh, maybe it's contagious," Goofy said nervously.

"Or maybe something funny's going on!" Donald's temper started to rise. "I think we should check it out."

"Okay," Sora nodded and began walking toward a door at the end of the room.

"Hey, where are you going?" Donald asked.

"To check it out!" Sora grinned. "What's the matter, scared?"

"D-Don't be ridiculous! Come on, Goofy!" Donald went a little red.

"Okay, but we should shut the door behind us," Goofy turned around. "Sora!" Goofy shouted and Sora and Donald turned to see the man in the black coat. The man began walking toward them before disappearing and reappearing behind them.

"Who is that!" Sora shouted while he summoned the Keyblade to his side. Not seeming to notice that it had gone back to its regular Kingdom Key form.

"It must be a Heartless!" Donald held up his wand. "Let's see how he likes some of my magic! Thunder!" But nothing happened. "Huh? That's odd. Thunder! Thunder! Umm… Fire! Blizzard? I don't get it. Why isn't my magic working?"

"I should think it's obvious," the man said. "The moment you set foot in this castle, you forgot every spell and ability you knew…though the forgetting does not end there. In this place, to find is to lose and to lose is to find. That is the way of things in this, Castle Oblivion."

"Castle Oblivion?" Sora asked.

"Yes, here you will meet people you know. People you miss."

"Look, there's no one…" Sora began but stopped. "Riku! You mean Riku! He _is_ here after all!"

"Do you want to find him? If you do…" the man suddenly rushed past them in a great blur. The three of them looked around quickly and found him on top of the steps leading up to the door to the next room.

"What did you do?" Sora ran up to him.

"I sampled you memories. And from them, I made this," he pulled a card from his pocket. "This is the key to reuniting with those you hold dear." He tossed the card at them.

"What is this, a card?" Sora inspected it to see the words Traverse Town emblazoned on the front.

"A promise. Use that card to press on. You will find your friend," the man moved aside and motioned for Sora to talk to the door. "Hold the card before you. The door will open, and beyond it a new world."

"Like this?" Sora held up the card in front of the door and there was a flash of light.

"Yes. Go, Sora. To lose and claim anew, or to claim anew only to lose…" and with that, he was gone. Sora shook it off this time.

"Come on guys, let's go," Sora pushed open the door and had to turn away because of the light. He nodded to Donald and Goofy and walked inside.


	2. Traverse Town

That's right! I'm back! I hope you enjoyed that nice little intro but now we really start getting into the story! I would like once again to thank all those who reviewed my original novelization (That's right, all 10 of you) and hope you enjoy this story as well.

First Floor

Traverse Town

Sora was in shock as he ran forward and looked around. The familiar streets and buildings all around him.

"Wait, this can't be right," he looked around some more and Jiminy jumped out of his jacket again. "We're in Traverse Town!"

"It isn't reality that you see," the man appeared behind him. "This town is an illusion conceived by your memories ingrained in that card."

"My memories?" Sora raised an eyebrow.

"Forget about that Sora!" Jiminy jumped up and down. "We're two heads short!" Sora stopped and looked all over.

"Donald? Goofy?" he yelled out. "Guys, where are you?" He walked up to the man in the coat. "What did you do with them?"

"They are at the mercy of the cards now. Master the cards, and their strength will be yours again," the man motioned for him to get into a battle stance. "The laws of this castle require that your friends be transformed into cards." He tossed two cards on the ground in front of him. "If you value your friends, you will pick them up with out fail."

"Of course," Sora moved forward and picked them up. Staring at them he saw that one had a picture of Donald and the other Goofy.

"Use them, and your friends will come to your aid," Sora nodded and held up the Donald card.

"Donald!" he shouted and Donald appeared before him. Donald shot two Fire spells at the man in the coat and then disappeared. The man simply waved the spells off.

"Cards are the hearts of your friends. Everything in this castle is ruled by cards. Whether an enemy or a door stands in your way, cards are the way to proceed. But you mustn't forget your own strength," the man motioned for Sora to attack. Sora smirked and ran forward, Keyblade appearing in his hand. He swung it forward.

"Good," the man nodded and easily deflected Sora's attack. He stepped back and the Donald and Goofy cards glowed brightly. The two of them appeared before them.

"Are you two alright?" Sora asked. "Where have you been?"

"You tell us!" Donald shouted. "When you opened that door, there was this weird light and the rest is a big blank."

"Well, try to remember what happened," Jiminy interrupted. "I need to keep my journal up to date."

"Master the cards and make your way through the castle," the man seemed to be gazing hard at Sora from under his hood. "From here on, you walk alone."

"You mean we can't go with him?" Goofy asked quickly. "That's not fair!"

"Yeah!" Donald shouted furiously. "Sora can't do anything without our help!"

"Thanks a lot, Donald!" Sora shouted at him and the two glared at each other.

"You sure you'll be okay?" Goofy asked.

"Of course!" Sora grinned before turning serious and walking up to the man in the coat. "You want me to go alone? Fine. I can take care of myself."

"Hmm, the hero speaks boldly," the man chuckled lightly. "Go, then. The rest of Castle Oblivion awaits. Walk the avenues of latent memory, and you shall meet someone dear to you." Then he was gone.

"I have a really bad feeling about this…" Jiminy said quietly.

"Relax, Jiminy," Sora assured him. "I'm ready for any trick he's got up his sleeve. How hard can it be to figure out these cards?" With that Jiminy jumped back into Sora's jacket and Donald and Goofy were pulled back inside their cards. Sora began the familiar walk through Traverse Town.

He felt it. It happened all at once. The same dark energy all around him, the Keyblade burning with its pure light within him, and the hilt of the Keyblade resting firmly in his hand as the Heartless appeared. It was only two Shadows at first and then three more arose followed by five Soldiers.

Running forward he slashed through one Shadow then brought the Keyblade around in a wide arc and slashing another. He had to jump back as a Soldier slashed where he had been only second earlier. The Keyblade came down to slice the Soldier but it dove to the side. Sora was ready for this and was able to quickly flip the Keyblade around in his hand and then cut through the Soldier.

"Goofy!" Sora leaped backwards and held up Goofy's card. Goofy emerged from it with his shield raised and slammed through two of the three remaining Shadows. Sora quickly drove the Keyblade through the last Shadow. The three remaining Soldiers attempted to flank him but Sora dove away from their attack and cut through the one whom had his back exposed. The two remaining Soldiers watched Sora closely. With a quick burst of speed Sora ran forward and cut through both of them with a quick spin.

"Hmm, fighting alone isn't as easy as I thought…" Sora wiped some sweat from his brow. The Donald and Goofy cards flew from his pocket and the two of them appeared in front of him. "Aaaah! Don't pop out of nowhere like that!"

"It's not our fault," Donald argued. "We don't know what's going on either."

"Gawrsh, you're fighting's gotten kinda rusty," Goofy said with a look of concern. "You sure you don't need us?"

"I'm fine, honest," Sora dropped into a relaxed pose to punctuate the statement.

"Think like that and you're as good as Heartless fodder," a familiar deep voice spoke from behind them and they quickly whipped around. There stood a man with brown hair, wearing black clothes with the Gunblade at his side.

"Leon, it's you!" Sora shouted. "What are you doing in Castle Oblivion?"

"Castle Oblivion? What are you talking about? This is Traverse Town," Leon paused for a second, "And how do you know my name? I've never seen any of you before in my life."

"Quit playing, Leon!" Sora said with a shocked expression. "We all fought the Heartless together! You know that!"

"Look, I don't know what you're talking about. I don't even know your names."

"You don't?" Goofy asked with a sad expression.

"Sorry."

"I can't believe it," Sora sighed. "How could you have forgotten about us?"

"Hey, I feel for you. But you've got the wrong guy. Happens all the time. Don't take it so personally Sora," Leon said and the others eyes went wide for a second.

"You do know his name!" Donald shouted. Leon stared hard at them.

"Now, now hold on!" he said forcefully. "Why do I know your name?" Donald and Goofy turned to speak to each other.

"You think Leon's just kidding around?" Goofy asked.

"If he is, it's not very funny. Sora's really hurt," Donald gave Leon a glare. Leon seemed to have overheard the conversation.

"Who's kidding around, Goofy? You and Donald are the ones who…"

"Hey!" Goofy stopped him as he said their names.

"I don't get it…" Leon shook his head. "What's happened to my memory?"

"I dunno, Leon," another familiar voice said and a certain female ninja appeared. "Maybe Aerith was on to something after all. She said she sensed some kind of uncanny power and asked us to look into it. Well, we looked. And this is as uncanny as it gets. Maybe we should bring Sora and the others to Aerith."

"Yuffie, you know my name!" Sora pointed out quickly.

"Yep! Looks like you know mine, too," Yuffie smiled.

"A friend of yours?" Leon asked.

"Nope! Total stranger. But I definitely know his name. Strange, yes, but convenient! We can skip the introductions."

"Well, gee, Yuffie. I guess all our problems are solved," Leon said sarcastically. Yuffie smacked him on the back of the head.

"Anyways, I'm gonna run ahead and fill Aerith in. Leon, you give Sora and the others the grand tour. See ya later!" she ran off.

"Well, let's get on with it. Come on and follow me. Be careful though. There are still Heartless wandering around town," Leon started walking but then turned back to Sora. "Here, I found this. Maybe you can use it." Leon tossed a card to Sora. The name Simba was on the top and the familiar lion was on the card.

Leon lead through Traverse Town until they got to the house Sora remembered Leon staying in before. Inside, Yuffie and Aerith were talking.

"Aerith, tell me you haven't forgotten me, too," Sora cut Aerith off.

"I don't know whether to say nice to meet you or good to see you again," Aerith said in deep thought. "It feels like a little of both. I don't think I know you, but I still feel like you belong here."

"Yeah, exactly!" Yuffie interrupted. "Like we've never met, but it still doesn't feel weird knowing your name."

"But I'm telling you we have met. We took on the Heartless together. We were a team!" Sora shouted.

"It feels like you're right, but I can't remember," Leon shook his head.

"Then I guess you won't remember what you told me. In Hallow Bastion, when I sealed the Keyhole: 'We may never meet again…'"

"…but we'll never forget each other," Leon finished.

"See, you do remember!" Sora said forcefully.

"He's right, Leon! I remember you saying that, too," Yuffie nodded.

"I guess I can't write it off as a coincidence, then," Leon sighed.

"I don't think I have any memory of it, but somehow I still remember. Maybe Sora's heart is remembering for us," Aerith said.

"How does that work?" Sora asked.

"We don't know you, Sora, but your heart is full of memories of us together. Those memories must resonate in our hearts, too. Maybe they tell us things we couldn't otherwise know."

"So you're saying that Sora's memories are affecting ours?" Leon asked.

"His memories do seem to have a certain power," Aerith nodded.

"Maybe it's just like that guy said, then. This town is just an illusion. Something my memories created," Sora thought.

"And…there's someone special to you in this town?" Aerith asked and the three of them almost jumped in surprise.

"How did you? Ah, I get it. My memories are resonating with yours, telling you what happened. Anyway, yeah. A friend of mine is somewhere in this town… I mean, Castle Oblivion."

"Castle Oblivion? What's that?" Yuffie asked. "There aren't any castles in Traverse Town."

"That's not quite what I mean."

"Sora probably still has his own questions. Right?" Aerith asked.

"Right. We just got here, after all. It wouldn't hurt to take a look around."

"Then go have a walk around town. There are Heartless, but that's not a problem for you," Leon said with a smirk.

"So you know I can fight!" Sora said with a grin.

"I can't say I remember, but I am starting to believe."

Sora, Donald, and Goofy searched all through Traverse Town but found nothing. They entered a closed off space to see a familiar man with flight goggles one. The man turned around as he heard them.

"Well, whaddaya know? It's Sora!" Cid shouted. "Wait, what am I saying. I don't know you. But you do look like a Sora, what with the spiky hair and baggy pants. Guess I just call them like I see them."

"It's okay, Cid. That's my name," Sora assured him.

"So you've heard of me!" Cid grinned. "Well, I can't say that I'm surprised."

"Anyway, maybe you can help me out. A friend of mine's supposed to be somewhere in this castle, er, town," Sora said.

"Your friend, huh?" Cid asked. "Lately all this town seen is Heartless. Can't take two steps without getting attacked. This plaza's the worst. Word is we'll have a jumbo-sized Heartless on our hands when that bell rings. If you value your hide, you'll get out of here while the getting's good." Cid waved and walked away.

"Gawrsh, maybe he's right…" Goofy said.

"Don't you want to see the Heartless?" Sora asked.

"No, we don't!" Donald shouted. Then the bell tolled. "The bell!"

"Sora, look out!" Goofy yelled before he and Donald were pulled back into their cards. Then the familiar form of the Guard Armor slammed into the ground in front of Sora and let out a loud yell. Sora had to dive to the side as a large fist slammed into the area he was just standing on. Sora changed his momentum and rushed straight at the Guard Armor. He dodged two punches and leaped onto the Guard Armor's back. He went to bring the Keyblade down but the two fists came up and threw Sora off. Sora reached into his pocket and pulled out a card.

"Simba!" Sora held up the card and the mighty lion appeared. With a roar Simba unleashed a blast of energy and it knocked the Guard Armor back and stunned it long enough for Sora to run up and slash through the left arm, destroying it. He was unable to dodge the right arm as it lashed out and slammed Sora into the ground. Sora pulled himself off the ground and was able to dodge just in time as one of the feet smashed the ground he had been standing on. With a rush of adrenaline Sora ran forward and was able to dodge three attacks and block a fourth and then slash through the right hand of the Guard Armor.

The Guard Armor let out a roar and its legs began spinning around its body at incredible speed. Sora rolled underneath the attack and brought the Keyblade up into the swirling attack knocking one of the feet into the air and the other out of its spinning motion. With as much strength as he could gather Sora brought the Keyblade down in a wide arc and slashed through the left foot.

With only the defense of the right foot remaining Sora was able to sidestep the foot's attack and rush straight for the body. But the foot was quicker and it came back and slammed right in between Sora's shoulder blades sending him face first into the ground. Sora bounced along the ground until he stopped. Unfortunately, he was stopped by the meeting of the opposing force of the brick wall and the back of his head. His hands went straight to the back of his head where he felt blood flowing from it.

"Donald," Sora mumbled and the card dropped from his pocket. Donald appeared before him and shot the Guard Armor with a Thunder spell, stunning it and then turning toward Sora and using Cure. Sora stood back up as Donald disappeared, tired but well enough to finish the fight. Sora saw the foot flying toward him again and he ran toward it. He brought up the Keyblade at a horizontal angle and slashed through it.

The Guard Armor let out another terrible roar and went to tackle Sora into the wall but Sora spun out of the way and while he was spinning brought the Keyblade up and landed a large cut across the Guard Armor's chest. It gave out a weak roar and the head rolled of and smashed into the ground. Sora chuckled lightly and dropped to the ground. He was looking forward to some rest.

"So your friend wasn't here?" Yuffie asked as they all gathered together after the fight with Guard Armor.

"No, I don't think I'll find him in this town," Sora said. "But he's somewhere in this castle. I just know it."

"Castle?" Cid asked. "Like this whole town's inside some humongous castle? Hoo, that's rich!"

"He's probably right, Cid," Leon told him. "We may not understand what's going on, but Sora does. He can see that reality is bigger than just this world."

"I wish I was that sure," Sora sighed.

"You'll be okay, Sora," Leon assured him. "No matter what shape reality takes, you can handle it. I may not remember you, but I know you in my heart."

"Leon…" Sora muttered.

"You take care, Sora," Yuffie waved.

"I'm a little lost…but best of luck anyway," Cid shook his hand. With that they left and Sora, Donald, and Goofy headed for Traverse Town's exit. Donald and Goofy started walking but Sora was stopped as Aerith walked up to him.

"What's wrong?" Sora asked.

"I don't have all the answers but there's something I though you should know," Aerith said. "Your memories created this town, right?"

"That's what the guy who gave me the card said."

"If that's true, then this town is just a figment of your mind, and so are we."

"But you can't be a figment! You're standing right here. The town is here, too."

"But I'm not really me. I don't remember the things I should. I sense things I shouldn't. Sora, beware your memories. In the journey to come, you'll be faced with more illusions. Sometimes the shadow of your memory will deceive you, try to lead you astray."

"So, uh…what exactly does that mean?"

"I'm just another illusion, Sora. The truth is out of my reach."

"Don't say stuff like that. It's depressing…"

"No, Sora! You mustn't let illusions distract you from what's truly important."

"Okay," Sora nodded. For a second Sora just stood looking at Aerith and wondered and an intellectual and sensitive person like her was in love with the dark and battle hardened Cloud. They were almost completely opposite.

"Sora!" Donald yelled and Sora turned to them.

"Are you ready to go?" Goofy asked.

"Yeah, be right there," Sora told them. "Well, Aerith, I'd better be going." Sora turned back to her but she was gone. "Aerith?"

"What about her?" Donald asked.

"She's gone! I was just talking to here, and now she's gone!" Sora looked around.

"She left with Leon and the others, remember?" Goofy asked.

"Huh?"

"You were standing here by yourself," Donald told him. "We wondered what was going on."

"So this is what she meant…" Sora said to himself. He shook it off quickly and three of them headed out of Traverse Town.

After stepping through the door our heroes found themselves in another hallway of Castle Oblivion with the man in the black coat standing before them.

"Well, Sora? Did you enjoy meeting your memories?" he asked.

"It was good to see everyone again. But why show me an illusion? What do you want from me?" Sora asked giving him a stern look.

"That depends on what you have to give," the man began walking forward and the three of them pulled out their weapons. Before the man could attack another figure appeared in the room. He wore the same black coat, gloves, and boots as the first man except this newcomer's hood was down revealing spiky red hair that made it seem almost as if his hair was made of fire and bright green eyes.

"Boo," the man laughed.

"What do you want?" the first man asked.

"I got bored, what with you hogging the hero," the red-haired man said with a smirk on his face. The two stared at each other before the first man tossed the other man what appeared to be several cards.

"Perhaps you'd like to test him," the first man said with a slight edge to his voice.

"Perhaps I would," the other man chuckled. With that the first man disappeared and the man with red hair stepped in front of Sora and the others. "Looks like it's my show now, Keyblade Master. My name is Axel. Commit it to memory."

"Um…sure," Sora said with a confused look.

"Good, you learn quick," Axel grinned. "So, Sora, now that we're on a first-name basis don't go dying on me!" Axel held his hands out horizontally and with a slight burst of flames in each hand two weapons appeared. They were two large rings with spikes going around the edge.

"Here we go then," Sora said as he ran forward. Donald and Goofy were returned to their cards. Sora swung the Keyblade but Axel was fast and was able to dodge his attack and then jump into the air and land a swift kick into Sora's stomach. Sora was thrown back onto the ground but Sora flipped up on his feet quickly. He had to duck as Axel swiped one of his weapons at him.

While he was ducked down Sora shoved his shoulder into Axel's stomach and sent him to the floor. Sora swung the Keyblade at Axel's head but Axel rolled away and leaped back to his feet. Axel shot a burst of fire at Sora and Sora swatted the attack away with the Keyblade. Axel tossed a ring weapon at Sora. Sora ducked under it and was ready to make sure that Axel couldn't get it back. Axel grinned and suddenly disappeared, reappearing behind Sora and catching his weapon.

"Do you like my boomerang attack?" Axel laughed as he began to spin his rings so fast they just appeared to be sharp blurs. He swung one at Sora and then the other. The second caught Sora on his arm and Sora had to run back to avoid any further damage. Sora pulled out the Donald card when suddenly something snapped in his head. A memory of something. On instinct he held the Keyblade in the air and let magic energy swirl around it. It was a refreshing green light.

"Cure!" Sora called out the spell and he felt relief wash over his arm. Just in time too as Axel had dived at him. Sora held up the Keyblade and blocked his attack then he planted his feet into Axel's stomach and pushed him back. Both of them stood up and were staring each other down.

"While I would like to continue this little contest, there are more important things that require my attention," Axel spread his arms again. "So I hope you don't mind if I finish this now. Fire Wall!" A great wall of fire spread from one side of the room to the other with no room for Sora to escape. Sora was looking all over and saw that there was a small space between the fire and the ceiling. He ran forward and with all of his strength vaulted over the fire. On his way down he kicked Axel as hard as he could in his face. The cards Axel had been holding fell to the ground. Axel hit the ground and stared back up at Sora. With a sneer he disappeared.

Sora picked up the cards and stared at them. They were similar to the card he had used to get to Traverse Town.

"More cards?" Goofy asked.

"Hmm…they look like the card that made Traverse Town," Jiminy hopped out of Sora's jacket.

"Then we need these to go on…" Sora stashed them in his pocket.

"Correct," Axel's voice came from behind them.

"Axel!" Donald yelled.

"After an introduction like that, you don't think I'd just give up the ghost?" Axel asked.

"So you were just testing our strength?" Sora accused.

"Congratulations, Sora. You passed!" Axel threw his arms up in mock celebration. "You're ready to take on Castle Oblivion. Follow your memories. Trust what you remember, seek what you forget, and you will find someone very special."

"You mean Riku and the King?" Goofy asked.

"Well, I don't know," Axel said with a sly smile. "You'll just have to give some more thought to who's most important to you. Our most precious memories lie deep in our hearts, out of our reach. But you can find yours, Sora."

"Where? How?" Sora asked quickly.

"The light within the darkness. You've lost sight of it, Sora. You've forgotten forgetting."

"Light? I don't understand…"

"Would you like a hint?" there was a silence after his question.

"Well, Sora?" Goofy asked.

"No, I want to figure it out for myself," Sora said and then summoning the Keyblade to him and staring at Axel. "And if you get in my way…"

"He won't!" Donald assured Sora. "We won't let him!"

"That's my kind of answer. Just what I'd expect from the Keyblade Master," Axel smiled. "But be forewarned, when your sleeping memories awaken, you may no longer be you." With that, Axel disappeared. The three of them said nothing and headed up the stairs to the next floor.

There you have it, Traverse Town and Sora's first battle with Axel! Feel free to leave any reviews you so desire. See you in the next chapter and until then this is the Prince saying, Love and Peace!


	3. Agrabah

Floor 2

Agrabah

As Sora, Donald, and Goofy walked to the second floor Jiminy jumped from Sora's pocket and stared at the floor in deep thought.

"Something wrong, Jiminy?" Sora asked.

"What Axel said's been bothering me. What could he have meant by you may no longer be you?" Jiminy pondered some more.

"Come on," Sora brushed it off. "How can I be anyone else besides me?"

"I know, I know," Jiminy nodded. "Still, it always pays to be careful."

"Yeah, just about anything could happen here in Castle Oblibbity…uh, Oblostemy…" Goofy struggled to think of the castles name.

"Oblivion!" Donald shouted.

"Right, what you said," Goofy laughed.

"We'll be fine," Sora assured them. "Whatever they're cooking up, together we can handle it."

"Hey, remember that other castle we explored together?" Goofy asked. "With all the contraptions?"

"When was that?" Sora asked.

"Contraptions?" Donald thought for a second. "I don't remember any castle like that. What was it called?"

"Gawrsh, what was it called?" Goofy struggled to think. "Holla…Holler…" He tried several other words. "I forget."

"Oh, for Pete's sake!" Donald yelled.

"You sure you didn't make it up?" Sora asked.

"I don't think so…" Goofy said sadly. Sora pulled out the cards he got from Axel and picked one out. The top read Agrabah. He held up the card, the door opened, and they walked inside.

As soon as they arrived in Agrabah Goofy quickly pointed out something up ahead of them.

"Look, Sora!" he shouted. "Someone's in trouble!" Sure enough ahead of them was a man in white pants and a purple vest surrounded by Heartless.

"We'd better do something!" Donald pulled out his staff and they ran forward.

"Looks like you could use some help!" Sora told the man as he used the Keyblade to slash through a Shadow. Sora's eyes widened a little when he saw that the Keyblade had turned into its Three Wishes form.

"Thanks!" the man used his own scimitar to attack. "I thought I was done for!" At this point Donald and Goofy were pulled back inside their cards. Sora ran at the nearest Bandit and slashed with the Three Wishes. The Bandit blocked the attack and Sora had seen this coming. Sora brought his right foot up and kicked the Bandit in the head, stunning it, then whipped around and sliced it in half with the Three Wishes.

"Who are you, anyway?" the man questioned.

"The name's Sora, how about you?" Sora cut down a Bandit that was jumping through the air and punted a Shadow away.

"My name's Aladdin," he replied while he shoved the tip of his scimitar through one Bandit and then pushing further until it also went through the Bandit behind the first one.

Two Shadows jumped at him. He swung his scimitar in a vertical arc and caught one but the second landed on him. The shadow raised its arm high and with a cry of victory plunged his hand into Aladdin's chest. With a fierce yell Aladdin used all of his strength and pushed the Shadow off of him. The glowing wound in his chest sealed up and he slammed his scimitar through the Shadow.

However rusty Sora may have been before with his fighting he was no longer. Every single attack was graceful and perfectly executed like a choreographed dance. Only the Heartless hadn't been taught this dance. Sora dropped low and spun the Three Wishes in a full 360-circle cutting through three Bandits and a Shadow. Five Shadows growled at each other and then jumped at Sora all together. Sora surprised them by running right at them.

"Fire!" Sora held up the Three Wishes and was glad to remember the Fire spell. Four of the five Heartless were killed immediately and the fifth was sent flying straight toward Sora. With a grin Sora pulled the Three Wishes back like a baseball bat and smashed the Three Wishes completely through the Shadow.

"They just keep coming!" Donald shouted as he and Goofy were pulled out of their cards once more.

"Guess we'd better see if the legends are true," Aladdin said and pulled a gold lamp from his vest. "Magic lamp, my first wish! Get rid of these Heartless!" With this a large form flew from the lamp. It was a large man that floated off the ground and had blue skin.

"Did someone say 'wish'? Then stand back, kids, Genie of the lamp coming through!" Genie shouted. "There ain't nothin' I can't make right as rain, well, if we had rain. But enough dry jokes! One Heartless disappearing act coming right up!" With a snap of his fingers the Heartless gone.

"Gawrsh!" Goofy's eyes widened.

"Why didn't you call him in the first place?" Donald asked.

"It's not that simple," Aladdin said. "You see…"

"I couldn't have said it better myself," Genie interrupted. "But I will anyway! I'm strictly limited to three wishes per master. And no wishing for more wishes!" With a wink and a puff of blue smoke Genie went back into the lamp.

"So you've got two wishes left?" Sora asked. "Better use them carefully."

"I've got to get back to the palace somehow. But with all these Heartless…"

"Hey, Sora. We're headed that way too, so why don't we go with Aladdin?" Goofy informed him.

"Sounds like a plan," Sora nodded.

"That would be great!" Aladdin grinned. "Thanks a lot guys!" Aladdin pointed toward the palace and they started walking.

"So, uh, why are you going to the palace Aladdin?" Goofy asked.

"It's this magic lamp I found in the Cave of Wonders," Aladdin pulled the lamp out. "I need to get it to the palace right away! I'm lucky I made it back to Agrabah in one piece! The cave was crawling with Heartless."

"Wasn't there anyone else there to help you out?" Sora asked.

"I know how you feel, Master," Genie appeared from the lamp. "I've been delivering happiness for 2,000 years. And what help do I get? I keep dreaming someone will wish me out of this gig. But go figure the odds on that."

"Well, how 'bout I use my third wish to set you free?" Aladdin asked and Genie stopped in his tracks.

"Doth my pointy ears deceive me? Master, you'd do that for me?" Genie gave him and accusing look. "You're not just pullin' my topknot now, are you?"

"I promise Genie. Anyway, there's only one thing I really want."

"Then we'll just have to do something about that, Al! Can I call you Al? So, what'll it be? Fortune? A herd of luxury camels to call your very own?"

"Well, there's this girl. Her name is Jasmine. She's princess of Agrabah. And that's the problem. It's hard for a guy like me to get a chance to see her. That's how this all started. Jafar, the royal vizier, said he would help me meet Jasmine."

"Sounds like you wish should be that you can see Jasmine anytime you want, huh?" Sora offered.

"Well, I've got just the package for you! You'll not only meet the lady, you'll go in style as Prince Ali! How do you like the sound of that Al?"

"Me, a prince! Can you really do that?"

"In an Agrabah minute!"

"I guess the legends were true after all. Sora, let's hurry to the palace!" They all nodded and started running. Donald's yell brought them to a stop.

"Hey! Look at that!" Donald pointed somewhere ahead of them

"Who is that…" Aladdin peered closer as he saw a person surrounded by various types of Heartless. "It's Jasmine!"

"She needs our help!" Goofy said with a stern look.

"We'll never make it in time!" Sora pointed out. Due to the way Agrabah was built they were probably two floors above her.

"Then I've no choice," Aladdin said with his head down. "Genie I wish for you to save Jasmine!"

"Can do!" Genie flew forward quickly. "CHAAARGE!" Then with a snap of his fingers the Heartless disappeared.

"Jasmine!" Aladdin jumped down to the princess with Sora, Donald, and Goofy close behind him.

"We're lucky!" Goofy pointed out. "She fainted, but it looks like she's okay."

"But now you've only got one wish left," Sora reminded Aladdin. Suddenly even more Heartless appeared around them.

"Not again!" Aladdin shouted. "Sorry, Genie. But you're the only one who can…"

"Wait!" Sora stopped him. "This is your last wish! Don't waste it." With a smirk the Three Wishes appeared in his hand. "This time, let us handle the wish-granting!" As normal Goofy and Donald went back into their cards but this time Aladdin turned into a card as well.

Sora ran forward at the Heartless. He swung the Three Wishes and almost got the lead Bandit but it had quickly jumped away. Sora swung the Three Wishes high above his head and brought it down cutting a Bandit in half. Bring the Three Wishes back, Sora swung for two more Bandits. The blow never landed because of a large form that appeared to defend the Bandits, a Fat Bandit. Two more Fat Bandits appeared behind the first. This was not good.

Sora tightened his grip on the Three Wishes and ran headlong into the battle. Sora put himself between a Bandit and a Fat Bandit. The Fat Bandit jumped into the air in an attempt to crush Sora. At the last second Sora jumped away and the regular Bandit was crushed instead of Sora. The Fat Bandit couldn't care less and turned to Sora again. The other two were coming up on him from behind.

"Sonic Blade!" Sora rushed forward and in a blur he slashed through the Fat Bandit with a clean strike. When Sora turned to focus on the other two, three Bandits jumped up and grabbed his arms. Sora was pinned to the ground. The Fat Bandits almost seemed to laugh at him. Sora was able to slip a hand into his pocket and tossed out a card. There was a light and Aladdin appeared. Aladdin slashed his scimitar through Sora's captors and then turned for the Fat Bandits. He had taken too long however and one of the Fat Bandits landed a hard punch square into his jaw.

Sora allowed Aladdin to return to his card and raised the Three Wishes high over his head. The two Fat Bandits moved like one toward Sora. This would prove to be their downfall, as Sora didn't feel like he was paying attention to two different enemies. With a great leap Sora went over the Fat Bandits and then drove the Three Wishes into the back of one of them. As the other one turned around Sora swung the Three Wishes up and caught the Fat Bandit right in its head, killing it.

"See? We didn't need Genie this time," Sora grinned.

"Thanks, Sora. So I'm down to my last wish…" Aladdin started pondering his wish when several flashes filled their vision.

"What the…" Sora blinked through the light.

"What's happening?" Donald shouted.

"Oh, no!" they heard Aladdin shout. Turning they saw him patting himself down with a terrified look. "The lamp! It's gone!"

"Hmm, it seems my plans have gone amiss," a sinister voice came form above. I was certain you'd waste your last wish, what with poor Jasmine in distress and the Heartless to deal with." Looking up they saw a man in red and black robes with a long staff with a snakehead at the top. "But no matter. At last the lamp is mine to command!"

"Why are you doing this, Jafar?" Aladdin shouted. "I brought you the lamp, just as you asked!"

"Don't think you can fool me, boy!" Jafar sneered. "You were going to use the lamp to win Jasmine! But we can't have that, now can we? You see, I am the one Jasmine will marry!" Jafar laughed.

"You!" Sora shouted in disgust.

"If I marry Princess Jasmine, nothing can stop me from becoming king of Agrabah! You're nothing more than a pawn in my game, street rat!" Jafar raised the lamp high above his head. "Genie! My first wish! Deliver Jasmine to me!" In a flash Genie floated next to Jafar with Jasmine in his arms.

"Genie!" Aladdin shouted in shock. "What are you doing?"

"Sorry, Al. My hands are tied on this one," Genie lowered his head. "I gotta obey whoever has his mitts on the lamp."

"Precisely," Jafar smirked. "Farewell, Aladdin, you fool!" Jafar laughed and walked away with Genie close behind.

"Great," Aladdin kicked the dirt. "Now I've lost Jasmine _and_ the lamp."

"Well, you can feel bad about it some other time!" Sora said firmly. If you don't pull yourself together, you'll never see Jasmine again! You lost the lamp. So what? You can still save her on your own! Losing someone you care about is bad, but not as bad as never getting them back!"

"Sora…" Aladdin muttered. "You're right. I can't give up now! I'm going to save Jasmine!"

"But Jafar's got the lamp," Donald reminded everyone. "We can't just walk up to him and expect to win." Aladdin seemed to think about this for a moment when his eyes lit up with a plan.

"Maybe we can," he grinned. "I've got an idea. Listen up!"

Sora, Donald, and Goofy ran through the streets of Agrabah until they reached the gigantic palace. In front of the gate stood Jafar with Jasmine unconscious on the ground beside him.

"What's this?" Jafar smirked. "Has Aladdin given up on his precious Jasmine already? Well, I'm not going to waste a wish on the likes of you three. I'll deal with you myself!" Jafar walked toward them with his staff raised.

"Aladdin! Now!" Sora shouted suddenly. Jafar whipped around to see Aladdin drop from the roof of a building to the ground.

"What? You!" Jafar yelled. "Genie, seize him!" Aladdin ran toward Jasmine but Genie appeared and stopped him.

"Al, forgive me!" Genie said before landing a punch across Aladdin's face and sending him flying backwards. Aladdin got back to his feet and was rubbing where he was hit but had a grin on his face.

"You fell for it, Jafar!" he chuckled a little.

"What do you mean?" Jafar demanded.

"He means you just blew your second wish!" Sora laughed. "Only one left!"

"Go ahead, use it to win Jasmine's heart," Aladdin pulled out his scimitar. "You'll still have us to deal with!"

"Oh, _now_ I get it!" Genie laughed as well. "Al, you are so clever!"

"Well, well," Jafar walked slowly toward Aladdin, his voice oddly calm. "The cunning of a rat. But unfortunately, you can't see beyond the cheese. Your little ploy changes nothing! I can crush you once and for all and make Jasmine my own!" Jafar turned and raised the lamp. "Genie! My last wish! Transform me into an all powerful Genie!" Jafar was laughing like a madman as Genie granted the wish.

It was like a storm. Jafar was enveloped by dark clouds that had electricity jumping between them. Donald, Goofy, and Aladdin were turned into cards and Sora tried to run. There was a deep laughter as the clouds came over Sora and he felt an odd pulling sensation.

"No way," Sora muttered as he looked around. He stood in a gigantic room that was filled with lava. He stood on a large platform suspended over the lava. "It's so hot. Jafar must be doing this." At the mention of his name Jafar burst out of the lava. Now however, he was a large and muscular red genie.

Sora raised the Three Wishes in a defense position. It was times like this when he wished Donald and Goofy weren't turned into cards. Jafar let out a deep laughter and beams of fire flew from his eyes. Sora quickly dived to his right but he could still feel the heat from the attack. He stood back up only to be blasted down as more fire beams shot from Jafar's eyes and struck Sora on the chest.

"I'll never beat him like this," Sora groaned. Jafar didn't let up as he brought his fist down. Sora jumped back as he saw Jafar's hand crush the ground he had been standing on seconds earlier. Sora took his opening and rammed the Three Wishes into Jafar's hand. Jafar simply laughed as the wound was healed quickly. Jafar quickly brought his other hand down and punched Sora knocking him way back and nearly off the platform into the lava below.

"I am immortal! You will never defeat me!" Jafar shouted. Using his giant arms he reached into the lava and pulled out a huge ball of volcanic rock. Sora ran straight for Jafar, hoping to stop the attack. He was not quick enough however and Jafar through his deadly weapon. Sora was not struck directly but the explosion sent him flying into the air and now he knew he would hit the lava, no matter what.

"Genie! Help me!" Sora shouted and in a great puff of blue smoke Genie appeared. Flying at an incredible speed Genie caught Sora right before he fell into the lava. Sora grinned as he looked into the air. There was Jafar's parrot, Iago, and he had Jafar's lamp with him. Sora pulled Donald's card from his pocket. Donald appeared and with a Thunder spell Iago was knocked out of the air and the lamp with him. Sora ran over and help the lamp up.

"No! Put that down! NO!" Jafar shouted, but it was useless. He was being sucked into the lamp and he had no chance of escaping it.

Sora shouted in victory as Jafar was pulled into the lamp. He suddenly felt the same pulling sensation and he was taken back to Agrabah.

"That takes care of that!" Donald said triumphantly as they stood in front of Agrabah palace once again.

"Yep! Jasmine's saved and we got the lamp back, too!" Goofy grinned. "Hey, Aladdin, don't you still have one wish left?"

"He sure does," Genie interrupted. "Time for me to make a prince out of this guy! 'Course, I'd like to be free. But like they always say, genies can't be choosers. You're probably miffed about that whole puppet-of-Jafar thing, anyway. Go on, Al. Wish for what's really in your heart. Be a prince. Get the girl."

"Okay, here goes," Aladdin said quietly. "I wish for Genie's freedom!"

"But Al!" Genie started but he was cut off as blue smoke whirled all around him. When he cleared he stood on legs and the golden rings on his arms broke off.

"Now no one like Jafar can use you for evil again," Aladdin nodded. "Genie, you're free!"

"Al, I'll never forget this," Genie placed his hand on Aladdin's shoulder. "But what about Jasmine? What are you going to do?"

"I was wrong, Genie. If I used you to help win Jasmine I'd be no better than Jafar. Jasmine means the world to me. I want to show her the real me."

"That's the spirit!" Sora grinned.

"Thanks, Sora. And good luck!"

"What for?"

"I was ready to give up back there, but then you said some things to keep me going. That's when it hit me. You must be looking for someone you care about, too."

"Yeah…"

"Listen, Genie…" Aladdin turned back to Genie but Genie stopped him.

"Say no more, little pal! I know just what you're thinking. Her you go, Sora!" Genie waved his hand and a card appeared before Sora with Genie's picture. "Whenever you need me, just call. That okay with you, Al?"

"Of course!"

"Are you sure?" Sora asked.

"Anytime at all," Genie assured them. "Hey, without you guys, I might never have been able to ditch that lamp. And I think Aladdin will be fine on his own now."

"Wow, thanks a lot!" Sora pocketed the card.

"Let's hope both are wishes come true, then," Aladdin shook Sora's hand. "Take care, Sora!" Aladdin and Genie both ran off. Sora started wondering about what to do next when a door suddenly appeared on the wall next to them. Sora stared back at Donald and Goofy and they stepped through.

Sora, Donald, and Goofy emerged on the next floor of Castle Oblivion, they sparkling white walls nearly blinding them. They started walking for the next door when Goofy suddenly stopped.

"What is it, Goofy?" Donald asked.

"It's that castle I mentioned earlier," Goofy appeared to be in deep thought. "I'm sure I didn't make it up. That was the castle where Sora used the Keyblade to free Kairi's heart. Then he disappeared for a while, remember? I'll never forget how worried I was."

"Oh, yeah!" Sora suddenly said. "When I turned into a Heartless! Wait, that happened in…a castle?"

"You forgot?" Donald asked. "Well I remember it perfectly."

"What was the castle called then?"

"Easy! It was…" Donald trailed off. "Hey, Jiminy! You wrote down everything that happened in your journal, right?"

"Every letter!" Jiminy leaped out of Sora's pocket. "I finished off the first volume right before we got to this castle. Let's see if I can find the old book. Ah, here it is! Let's have a look…" Jiminy opened the book and froze with a look of shock on his face. "This isn't possible! All the entries have vanished! Every page, blank!"

"What!" Donald shouted.

"How could this happen?" Jiminy muttered. "I take such good care of my journals! All that hard work, gone…"

"What kind of castle is this?" Sora questioned.

In a room in a much higher floor of Castle Oblivion a girl sat in a chair. Her blonde hair fell over her shoulder. Her elegant white dress going down to her ankles. She appeared to be writing something in her sketchbook.

"Something funny's going on…" Donald pulled Sora aside so they could talk. "How could everything Jiminy wrote vanish like that?"

"Maybe it's not just stuff we write down. Goofy said we've been to some other castle. But I don't remember it at all. None of us really do. Maybe…maybe we don't remember because those memories are gone."

"Gone? Don't be ridiculous!"

"Wait!" Jiminy interrupted them. "Remember what that guy in black hood said? 'In this place, to find is to lose and to lose is to find.' He was talking about memories!"

"So if we keep going we'll lose our memories," Sora said in slight disbelief. "No wonder they call it Castle Oblivion."

"So, the higher we go the more we forget?" Donald asked. "What if we forget everything and can't get it back?"

"I'd forget Riku and Kairi too…" Sora frowned.

"Maybe we should turn back," Donald suggested.

"Don't worry!" Goofy walked over. "We might forget where we've been or what we saw, but we won't forget our friends."

"What makes you so sure?" Donald asked.

"Sora, when you turned into a Heartless, did you forget about us?"

"Of course not!" Sora said quickly. "I'd never forget you!"

"Well, see, there you go! No matter what happens, you won't forget your friends."

"Yeah, you're right," Sora nodded. "Thanks, Goofy."

"I guess there's nothing to be afraid of after all. So let's go!" Donald pointed toward the next door.

"Hey, Donald?" Sora stopped him. "When I was a Heartless, who was the one who clobbered me?"

"That's what you should be forgetting!" Donald fumed and the rest of them laughed.


	4. Olympus Coliseum

Floor 3

Olympus Coliseum

Sora walked up to the third floor door and pulled out another World Card. The words Olympus Coliseum were on top. He held the card up and the door opened. He looked at Donald and Goofy before stepping through.

The three of the walked through a city that resembled what Sora remembered as Ancient Greece. There didn't seem to be any Heartless activity. Donald stopped as he noticed something on the wall.

"Look, an announcement!" he motioned over Donald and Goofy.

"Well, I'll be," Jiminy jumped into view. "It's for some sort of contest. They're calling it the Olympus Coliseum Survival Cup. Contenders have to run an obstacle course, battling each other along the way. And listen to this: The great hero Hercules will also compete for the Cup. It says here he's never been beaten."

"Sounds like fun," Sora read it over. "Why don't we enter, too?"

"I though you'd say that," Goofy laughed. "Whenever there's a contest you're raring to join up."

"You're going to compete even if we don't, right?" Donald asked.

"Uh-huh," Sora nodded.

"Guess we'd better tag along then," Donald sighed.

"Hold it, everyone," Jiminy said. "There's more. Only the contenders who finish the preliminary course may enter the main competition. It says the preliminary course is just ahead."

"Then what are we waiting for?" Sora asked. "Let's go!" Sora picked Jiminy up and they ran for the course. After they had left a large man walked up to the board. He wore black robes and had blue fire for hair. He was Hades, Lord of the Underworld.

"Whoa-whoa-whoa, wait just a minute!" he shouted. "What is this? 'Hercules is a model of true strength and gallantry…the perfect hero'!" The fire around him turned red and shot up a few feet. "Oh he's perfect all right! Perfectly infuriating! Just thinking about that little sunspot makes me boil! I'd like to send him to the Underworld…permanently!" He had smoke coming from him.

"Which is why you hired me," came a menacing voice.

"That's right," Hades smirked. "You're my man, Cloud." The owner of the voice walked up to Hades moving the spiky, blonde hair away from his eyes. "Your job is to beat Hercules in the games. And once you've got him cornered, finish the job. Do that for me and…"

"You restore my lost memories. As we agreed," Cloud glared at him.

"You have my word," Hades smirked again as Cloud walked off.

* * *

Sora had found another sign saying just what the preliminaries were. He would have to defeat some Heartless. Sure enough three Shadows, five Powerwilds, and two Large Bodies appeared before him. Sora summoned the Keyblade and now it was in its Olympia form. Sora decided to make the first move and ran at the Heartless. He raised the Olympia high above his head and then brought it down onto one of the Shadows. The others were able to leap away.

A Powerwild let out a scream and jumped at Sora, arms spinning quickly. Sora blocked the attack and kicked it away. A Large Body came from nowhere and crashed into Sora sending him to the ground. Sora dodged the attacks of two Shadows. He struck back and sliced through both of them. The Powerwilds were on him in seconds. He rolled back and up onto his feet.

"Blitz!" Sora called out his newest attack. He let out several strikes from the Olympia really fast and really strong. He was able to destroy three of the Powerwilds. A Large Body let out a strange scream and began running at Sora. Sora jumped to the right and swung the Olympia backwards, cutting into its back. The Large Body was not destroyed and spun around its large gut knocking Sora away.

With loud screeches the remaining two Powerwilds were on Sora in a second. Sora brought his foot up and kicked one away but the other slashed into his chest. Sora screamed in pain and brought the Olympia straight through the Powerwild. The other Powerwild and the Large Bodies, sensing how exposed the Keybearer's heart now was, charged at him.

"Donald!" Sora shouted and brought the card out of his pocket. Donald appeared and unleashed a powerful Thunder spell on the three Heartless. The Powerwild was destroyed but the Large Bodies were simply stunned. Donald healed Sora and then disappeared into his card. Sora ran at the Large Bodies and leaped over them. With one quick slash, he killed them both. Sora sighed and Goofy and Donald were pulled out of there cards. They nodded at each other and started running.

* * *

Sora, Donald, and Goofy kept on running until they saw someone ahead of them. The person was very short. Upon closer inspection they saw that this person was half-man and half-goat. This was Phil.

"Huh?" Phil turned around. "Where did you come from? Don't tell me you guys finished the prelims!"

"We sure did," Sora grinned. "And now we want to go for the cup!" The man looked the three of them up and down.

"Well, you came to the right place," he said after a while. "Not that you stand a chance against Herc."

"Why not?" Donald asked.

"Two words," Phil started. "You-ain't-heroes."

"You're wrong!" Sora shouted.

"Yeah, he said three words," Goofy nodded.

"Not that!" Sora rolled his eyes. "I mean, how can we prove we're heroes unless you give us a chance?"

"He's right, Phil," someone else walked up. A very large man in old Greek armor. "They cleared the prelims. I think they deserve a shot."

"Hmm…you got a point there, Herc. But still…" Phil tried to argue.

"Of course, we could always cancel the games," Hercules suggested.

"Cancel them? What for?" Sora asked.

"Old Phil's prelim course was so hard, no one else could finish it," Hercules explained, giving Phil a sharp look.

"Is that right?" Sora asked. "Then it's settled. Let us compete, and you won't have to cancel the games! How about it, Phil?"

"Okay, you got me over a barrel, so fine," Phil turned back around. "Here's how it works, kid…"

"It's Sora, not kid," Sora said sternly. He'd gone through the same thing with Cid.

"All right, all right," Phil sighed. "Sora, since your team and Hercules are the only contenders…"

"They're not," Cloud's voice came from behind them. "The games have a new challenger. Name's Cloud."

"The more the merrier!" Phil assured him. "Now the games will really be something to see!"

"I'm looking forward to this," Hercules smiled. "Don't expect me to pull any punches though!"

"Hey, as long as you don't expect me to take them!" Sora grinned. Sora turned to look at Cloud. "Let's give it our best."

"Whatever," Cloud looked away.

"Okay, let's get this show on the road!" Phil shouted to them. "But first I gotta explain a few rules. First one through the obstacle course wins! In the event of a tie, a battle will determine the winner! You can interfere with your opponents on the course! And finally, all challengers have to give it everything they got!" Phil moved and Sora, Hercules, and Cloud got into position. "All right, enough with the spiel. On your marks, get set, go!" And they were off.

Cloud ran almost too fast for Sora to see and soon he was way ahead of them. Sora urged Donald and Goofy to run faster and soon they left Hercules behind. After running for another couple of minutes Sora saw Cloud leaning against a wall, not moving at all. He looked as if he was waiting for something.

"Gawrsh, that was nice of him to wait for us to catch up!" Goofy said as they stopped as well.

"He's not waiting!" Donald yelled. "Remember rule number 3: You can interfere with your opponents on the course!"

"He's looking to narrow the field," Sora said as he summoned the Olympia.

"You can put that away," Cloud said without even opening his eyes. "I'm not looking for a fight with you, so keep walking."

"See? He was waiting for us to catch up," Goofy said assuredly.

"Well, we've caught up," Donald started walking again. "Let's take him up on his offer and keep going!"

"I don't see a downside…" Sora sounded slightly disappointed. The three of them began walking again. Sora sighed and turned around. "Listen, are you sure?"

"I'm not here for the Cup. Just Hercules," Cloud turned his back on them. "Today he loses more than the competition."

"You don't mean…" Sora started but it was quite clear what Cloud meant. "But why? What did he do to you?"

"This is business," Cloud's voice was starting to sound irritated. "Stay out of it. Go win your Cup." Sora simply stared at Cloud and then raised the Olympia. "Do you realize what you're doing?"

"I can interfere with my opponents, right?" Sora smirked. "You're not the only one who wants to fight Hercules."

"Big mistake," Cloud whispered before pulling the Buster Sword from his back. Sora made the first move and ran at Cloud. Cloud blocked Sora's attack and jumped back. He brought the Buster Sword down and Sora blocked with the Olympia. Cloud pushed forward and broke the stalemate then, using his free hand, landed a powerful punch into Sora's stomach. Sora doubled over and Cloud knocked the Olympia right out of his hands. Sora started running at Cloud.

Cloud thought Sora was crazy, attacking without a weapon. At the very last second Sora summoned the Olympia back to his hand and cut deep into Cloud's side. Cloud clearly did not like being surprised and healed himself quickly. With a yell Cloud leaped toward Sora and brought the Buster Sword up at an odd angle. Sora couldn't block from that angle and was barely able to dodge. While he was off balance Cloud spun around and raised his foot, slamming it into Sora's stomach. Sora was thrown back and hit the ground hard. Looking up he saw Cloud moving at him very quickly. He pulled a card from his pocket.

"Goofy!" Sora shouted. Goofy appeared before him and held up his shield. Sparks flew from the shield when Cloud's blade crashed against it. Goofy ducked and then hit Cloud in the side right where Sora had cut him. Cloud winced slightly as Goofy disappeared into his card. Both Sora and Cloud stared at each other for a moment before rushing forward and locking in combat once more. Cloud brought the Buster Sword around hard and Sora was knocked back.

"Now you'll see just what you're dealing with," Cloud told him. A great red light shined all around Cloud. "Cross Slash!" Cloud slashed his blade horizontally in the air leaving a fiery streak and then did the same vertically creating a blazing cross in the air. Cloud pushed his hand forward and the cross was sent right toward Sora. Sora brought up the Olympia to block but the attack was to powerful and knocked him clean off of his feet and bouncing along the ground. He was unmoving after that.

Cloud sighed and walked toward Sora's prone form. As he began to reach down Sora suddenly leaped up and sliced into Cloud's side in the same exact spot as before. Cloud winced and backed away. With a sneer he disappeared.

"Where did Cloud go?" Sora asked after his opponent vanished. Jiminy, who was sitting on Sora's shoulder pointed behind them.

"He's heading for the finish line!" he shouted. "We'd better go after him!"

"Right!" Sora nodded and ran off.

Sora wasn't exactly how long he had been running. He knew it had been a long time, his sides and legs were aching with pain. He heard someone up ahead.

"You lost! Give it up, Cloud!" Hercules shouted to Cloud, who was kneeling on the ground. Cloud's hand was placed over the wound Sora had given him.

"We're not done yet…" Cloud stood defiantly.

"I can't guarantee your safety if we keep going like this!" Hercules told him.

"Better worry about yourself," Cloud smirked. "Looks to me like you're slowing down a bit." Hercules tried to hide it but he was breathing pretty heavily. Sora ran to Hercules and raised the Olympia.

"Don't worry! I'll back you up!" Hercules seemed surprised but Cloud simple looked annoyed at Sora's intrusion.

"Sora?" Hercules asked.

"Get all the backup you want," Cloud growled while raising his sword. "I'm going to finish you and get back my memories!"

"Your memories?" Sora asked in near shock.

"Now, now, Cloud, we don't want to spill the beans," came a sly voice. Hades appeared in between them.

"Hades! You!" Hercules shouted in anger.

"Looks like you oversold yourself, Cloud," Hades shook his head. "All you did was wear him down. This doesn't look good for your performance rating. Let me put it this way: You, my spiky-headed friend, are fired."

"But…my memories!" Cloud raised his sword higher. "We had a deal!"

"Did you really think you could back all your lost memories just like that?" Hades laughed. "Get a grip!"

"Why, you…" Cloud started.

"I said, you're through!" Hades shouted. "This time I'll take care of Irk-ules myself!" Hades unleashed a blast of fire that knocked them all backwards.

"Hey!" Sora ran back up to him.

"Rule number 5! It's never too late to enter the games!" Hades laughed.

"Hades, you were behind this from the start!" Hercules accused.

"Cloud may have failed to take you out, but he did break you down," Hades walked slowly toward Hercules. "Plan B. Pack your pita, Herc, 'cause you've just won a free trip to the Underworld, paid by me!"

"Hold it, hothead!" Sora ran between the two of them.

"Sora, no!" Hercules started to get up but fell again.

"Come on, Herc," Sora smiled. "How can we go one-on-one if you're in the Underworld?"

"Good point, kid," Hades said. "I guess you'll just have to go with him! Rule number 6! There are no rules!" Hades was faster than Sora anticipated and was upon in a heartbeat. Hades drew his hand back and punched Sora across the face. As Sora was falling to the ground Hades opened his hand an unleashed a great stream of flame that knocked Sora back and into a wall, hard.

"Hades!" an incredibly loud scream, filled with intense anger turned everyone's attention to its owner, Cloud. His eyes were glowing a bright blue color and sparks of red energy were coming to life around him. He raised his Buster Sword over his head and for a second something like fear flashed on Hades' face.

"Sora won't be fighting alone Hades," Hercules said as he pulled his blade from its sheath at his waist. Hades only growled in anger before letting loose two great blasts of fire. Hercules leaped out of the way but Cloud simply held the Buster Sword in front of him and the fire was deflected into the air. Hades prepared another attack when he felt someone kick the back of his head with great force. Hades faltered from the blow and looked back to see Sora with the Olympia raised.

"Do you really think you have a chance?" Sora smirked. Hades shouted before creating three large balls of fire and throwing them forward. All three of the warriors dodged them but Hades motioned with his arms and the fireballs turned in midair and started for them again. Sora ducked and the fireball flew over him. When he stood back up he saw the fireball was still coming for him. Sora concentrated and fired a Blizzard spell but the fireball's explosion still blew him down to the ground. Hercules brought up his hands and stopped the fireball in midair. Hades clutched his right hand shut and the fireball exploded sending Hercules flying. The third fireball came at Cloud at an incredibly high speed. Cloud stood his ground and unleashed a blast of lightning. The two attacks cancelled each other out but the force of the explosion knocked Cloud off of his feet and sliding along the ground.

"You can't defeat me! I am a God!" Hades shouted and the ground shook along with his anger. Cloud and Hercules jumped back to their feet quickly but Sora struggled. Hades began flying into the air with a fiery tornado spinning around him. To Sora's surprise Hercules ran forward and grabbed the bottom of the tornado with his bare hands. With an amazing show of strength Hercules lifted the flaming tornado and spun it over his head with great speed. Hades was thrown from the top.

Cloud let out a scream and a single black wing erupted from his back. He flew up into the air as fast as he could and slammed the blunt end of his sword hard against the back of Hades' head. Hades was sent toward the ground and right before he hit Sora raised the Olympia and struck Hades as hard as he could. Hades crashed into the wall of the coliseum and it crumbled around him. Hades emerged from the rubble battered and beaten but still ready to fight. He rushed for Sora with an insane amount of fire erupting up behind him, blind rage on his face.

"I don't think so Hades! The Keybearer will not fall to you!" Cloud flew down toward Hades as fast as he could, his Buster Sword brimming with cackling red energy. He brought it up over his head as he placed himself between Hades and Sora. "Omnislash!" The Buster Sword became a blur cutting into Hades more times than Sora could count. Following the final slash Cloud let out a yell that pierced Sora's very soul. He pointed the Buster Sword forward and a gigantic beam of energy blasted forth from it. Hades was not able to dodge and the attack hit full force.

"No!" Hades shouted as he stood once more but that fighting edge was no longer there. Cloud's attack had taken him out. "I am a God! One day all of you will fall before me! I will defeat you all!" With that Hades disappeared in a wall of flame.

* * *

"What? The games are cancelled? How come?" Sora shouted at Phil about fifteen minutes after his fight with Hades.

"Three words! Everyone's pooped!" Phil shouted back.

"Wait a minute, that was only two…"

"You gotta be kidding me!" Sora interrupted Goofy. "What about my match with Hercules?"

"I'm sorry, Sora," Hercules said, his voice sounding strained. "But you wouldn't want me to compete in this condition. Let's have a match when I'm fit again. Can you wait?"

"Okay. I'll hold you to that," Sora promised.

"Then it's settled!" Hercules cheered.

"Sora, over here!" they heard Jiminy. "He's coming around." They all ran over to Jiminy where Cloud was getting back to his feet.

"You okay?" Sora asked.

"Yeah," Cloud brushed them off. "Sorry I messed up your games." He nodded to Phil and then turned and started walking away.

"Hey!" Sora stopped him. "Hope you get your memories back! Forget about what Hades said. Sometimes the tiniest thing can make you remember stuff you forgot years ago. If it's and important memory, there's no way it could ever be gone forever. That's what I think, anyway." Cloud seemed to think for a moment and then tossed Sora a card.

"That's for you," he started walking again. "For helping me out."

"Sure you don't just want to come with us instead?" Sora asked.

"Sorry. Not interested," Cloud kept walking. Sora looked down at the card. The name Cloud was on the top. Sora pocketed the card and a door appeared next to him. He waved goodbye to Phil and Hercules and him, Donald, and Goofy walked through.

* * *

Sora, Donald, and Goofy walked through Castle Oblivion toward the stairs to the next floor. Donald stopped suddenly.

"I hope the king is okay," he said, voice thick with worry. Sora and Goofy stopped and turned toward him.

"Why bring that up all of a sudden?" Sora asked.

"I just want to make sure I haven't forgotten about him," Donald said with his head lowered.

"And?" Goofy asked.

"I still remember perfectly! Goofy and I are on a quest to find him!"

"Yep!" Goofy nodded. "The king helped save the world by staying on the other side of the door to darkness."

"If Goofy still remembers, then I won't forget anytime soon," Donald laughed.

"And me, I'm looking for Riku," Sora added. "He was with the king when the door closed. That was easy. I guess we really can't forget the most important memories."

"I hope not," Donald sighed.

* * *

On a much higher floor of the castle, Axel watched Sora's actions very closely. Yet another person in a black coat stood behind him. Except this person was a female with blonde hair reaching down to her shoulders and bright blue eyes.

"Wow, Axel, you seem pretty interested by this Sora kid," she said.

"And you're not?" Axel shot.

"I haven't made up my mind," she told him with a smile. "But I would like to now what is on yours."

"He became a Heartless, Larxene, and you know what happens to people who do."

"People who lose their hearts also lose their minds, their feelings. They're consumed by the darkness," Larxene replied.

"Right. But that didn't happen to Sora. He held on to his feelings, even as a Heartless. Only one man ever managed to do that."

"So it's the strength of his heart that intrigues you, the heart chosen by the Keyblade."

"What makes his heart shine like that? What sleeps in his its most secret depths?"

"The heart is a mysterious thing, Axel."

"Maybe so. But unlocking its secret is the whole reason we, the Organization, exist."

* * *

"So except for our friends, we're forgetting everything bit by bit…" Donald observed as they walked toward the next floor.

"Hmm, I wonder what we just forgot?" Goofy asked. "I can't think of anything. Guess I must have forgot it. But whatever it was, it must not have been that important!"

"Right, or else you wouldn't have forgot it," Sora smiled. He reached into his pocket and pulled out Kairi's charm. "See, look at this."

"What's that?" Donald asked.

"It's a good luck charm Kairi gave me. It's special to her so I promised I'd return it. I'll never forget that promise. That's why I'll never forget Kairi." Sora placed the charm back in his pocket and turned around. "I wonder what she's doing now…"

Then he could see her. Well, his memory of her. Kairi seemed to stand only a few feet in front of him. Wait, the memory flickered. It flickered again. Kairi's image was being… replaced. Replaced by a girl with blonde hair and a white dress.

"What?" Sora shook his head. The memory faded away. "Oh…Who was that?"

"Hello, you still with us!" Donald shook him.

"Huh?" Sora jumped slightly. "Oh, nothing. Never mind." Sora waved it off. Yes, it was nothing. He probably imagined it.

"Well, let's keep going," Goofy pointed toward the door.


	5. Wonderland

Floor 4

Wonderland

Sora held up the next card that had the title "Wonderland" emblazoned on top. After stepping through the door the three of them emerged in what appeared to be a large and very colorful forest.

"Hey, somebody's coming," Goofy pointed at a figure moving toward them. Looking forward Sora saw that it was a small white rabbit.

"I'm late! I'm late!" the rabbit ran past them. "I'm dreadfully, awfully, late! The queen will roast me for dinner! If I'm late for the trial it'll be off with my head next!"

"What do you mean off with your head?" Sora demanded.

"Oh my fur and whiskers!" the rabbit ignored him. "I'll never make it!" The rabbit sped up his pace and was soon gone.

"Off with his head?" Sora turned to Donald and Goofy.

"For such a peaceful-looking place, it sounds pretty dangerous!" Donald examined. They all followed after the rabbit.

* * *

As Sora walked on the Heartless appeared. He summoned the Keyblade to him, which was in its usual Kingdom Key form, and got ready to fight. A Large Body and four Soldiers appeared. Before Sora could start his attack two new kinds of Heartless appeared. Two looked like large sunflowers with mean faces on them, these were called Creeper Plants. Next were two bouncy little things with a big trumpet horn where its mouth should be, they were called Crescendos.

Sora ran at them with the Keyblade raised and the four Soldiers surrounded him. One Soldier jumped at him but Sora twisted out of the way and sliced through the Solider right in mid-air. Sora was ready to turn and cut through another one of them but an incredibly loud noise rang out and Sora had to drop the Keyblade to cover his ears with both hands. Looking over he saw one of the Crescendos was blowing the noise out of its horn. Sora reached into his pocket and pulled Genie's card. Genie arose from it and blasted the Crescendo away.

Sora picked Genie's card back up and returned the Keyblade to his hand. He ran as fast as he could to the other Crescendo and sliced through it before it could start making that loud noise as well. When Sora turned around he saw that the Large Body was right in front of him. The Large Body threw its gut out and Sora was hit and thrown back. He landed right in front of the Creeper Plants. He was ready to fight them but saw that they were rooted to the ground.

"Looks like you won't give me any trouble," Sora grinned as he turned back to the Large Body and the Soldiers. But when he did this he felt something round and hard smack him in the back of the head. He turned back to the Creeper Plants to see that they were shooting large seeds at him. He dodged a few more seeds and ran up closer to then. He cut one of them in half with the Keyblade but the other one bit into his arm. He tried to shake it but its bite was too deep.

"Donald!" Sora threw out the card. Donald blasted the Creeper Plant with a Fire Spell then healed Sora's arm. Sora thanked him before he was returned to his card then turned back to the other Heartless. They were all much closer to him now and Sora had to dodge a swipe from a Soldier's claws. Sora countered and kicked the Soldier away from him. The Large Body started running at him and Sora had to jump out of the way. One of the other Soldiers jumped at him but Sora dodged and cut through it.

Sora ran and vaulted himself over the Large Body. Just as he was sailing over the Large Body's head it jumped up and knocked Sora out of the air. Sora landed on the ground and the two remaining Soldiers jumped on him. Sora summoned as much of his strength as he could and tossed the two Soldiers off of him. Then he ran forward and cut through both of them before they even hit the ground. Sora turned his attention back to the Large Body. He ran at it but instead of going over it as he usually did he rolled behind it instead then slammed the Keyblade into its back to kill it.

* * *

Sora, Donald, and Goofy walked into a large spot with walls of large plants. At the very back of the room was who they assumed was the queen flanked by two cards wielding a spear and an axe. In the center of the room was a girl with long blond hair wearing a blue dress.

"Gawrsh, looks like some kind of get-together. What's the occasion?" Goofy asked.

"Hey, this must be the trial the White Rabbit was talking about!" Donald said.

"Alice!" the White Rabbit stood on a large podium. "Do you understand the charges against you?"

"Of course not!" the girl, Alice, answered with a British accent to he voice. "I've done nothing wrong!"

"Feigning ignorance, dear?" the queen asked with a sneer. "You are charged with aiding the Heartless who threaten this kingdom!"

"Fiddlesticks!" Alice replied. "Where's the evidence?"

"The evidence is…" the queen stared blankly for a moment. "I forgot! That's the evidence! Because you, Alice are the one who stole my memory!"

"We can't rid the kingdom of the Heartless until we get Her Majesty's memory back," said the White Rabbit. "This is a serious crime!"

"This is so unfair!" Alice shouted. "So what if you're a queen! Don't blame me just because you can't remember things!"

"Such insolence!" the queen yelled. "You're talking to the Queen of Hearts! And I'd have let you go, had you apologized straightaway! What a brazen thief!"

"Who's the brazen one?" Sora suddenly interrupted. He ignored the looks of the guards and ran right up to the queen.

"Uh, Sora?" Goofy gave Sora a look as if he was crazy.

"The court has reached a verdict!" the queen slammed his fist down. "The sentence is death!"

"Hold it!" Sora yelled. "This trial is a farce! You should investigate before you arrest innocent people!"

"What is the meaning of this?" the queen asked, startled. "Are you saying Alice didn't steal my memory? I suppose you know who the real culprit is then!"

"Huh?" Sora asked. "Well, I…"

"Speak!" the queen yelled. "Or Alice's sentence will be carried out! Now, out with it! Who's the thief?" The queen had a smug look on her face as she watched Sora stumble with his words.

"I'm the thief!" he suddenly shouted to the shock of everyone.

"Say that again?" the queen said.

"Gawrsh, really?" Goofy asked in disbelief.

"Of course not!" Sora pulled Goofy and Donald in close. "But what else am I supposed to say?"

"Cards! Seize them all!" the queen shouted. Sora started to panic as nearly two-dozen guards started closing in on him. There were red cards with spears and black cards with axes. A red card tossed its spear at Sora who deflected it with the Keyblade. He had to jump back as two black cards attacked with their axes. Another card swiped at Sora with his spear and Sora blocked the attack. With a great shove of strength Sora knocked the spear from his hands and knocked the card out with the Keyblade.

"Goofy!" Sora held up the card and Goofy appeared. Goofy yelled out and used his Tornado attack, knocking out four cards. Sora prepared to fight more of the cards but wasn't prepared when all of them attacked at once. The Keyblade was knocked out of his hand and the cards had him trapped on the ground. He struggled as much as he could but the cards kept him on the ground.

"Get off of me!" Sora shouted but he couldn't overpower the cards. Shaking his head, Sora started to gather up what power he could. "I said get off!" He yelled and unleashed a shockwave of magic that blasted the cards off of him. He summoned the Keyblade back to his hand and knocked out the few cards that remained off their feet.

"Whew," Sora wiped away some the sweat on his forehead. He looked around with Keyblade still raised and made sure all the cards were knocked out.

"Hey!" Donald shouted. "Where's Alice?" Sure enough they all looked around and she was nowhere to be seen.

"Looks like she escaped," Goofy said.

"Perhaps she did," the queen sneered at them. "But you won't!" She motioned forward and a whole army came and surrounded them.

"I think we've been trumped!" Donald yelled.

"Run!" Sora tackled two cards out of the way and the three of them ran as fast as they could. The cards followed but weren't faster enough to catch them.

* * *

Sora, Donald, and Goofy searched all over the forest looking for Alice and at the same time avoiding the Heartless and the guards. They were finally able to catch up to her deep in the forest.

"Things got a little crazy back there, but at least you're okay," Sora said. Alice gave him a confused look and took a step back.

"I don't mean to be ungrateful but was that true, what you said? Are you the thief?" she asked hesitantly.

"What? Of course not!" Sora yelled quickly, sounding offended. "Why would I steal the queen's memory?"

"Yep, Sora only said that 'cause he wanted to save…"

"To show off!" Donald cut off Goofy's sentence.

"Is that right?" Alice asked. "Well, you saved me all the same. Thanks you, Sora." A loud laugh caught all of them by surprise and they turned quickly to see a weird purple cat in a nearby tree. "Oh, look! It's the Cheshire Cat!"

"Feeling better after that mad dash?" the cat asked. "You're not out of the woods yet!" He disappeared and reappeared in another tree. "The queen's a stickler for justice! She won't forget till she remembers! She won't stop hounding you till you get her memory back! Did she forget because she remembers? Does she remember that she forgot? Doesn't matter, I suppose."

"I don't know," Sora thought it over. "I think we ought to just stay away from her."

"That's all well and good for us, Sora, but what about Alice?" Jiminy asked. "If the queen catches her again, it's off with…well, you know."

"Then I guess we better do something about the queen," Sora nodded.

"You should do something," the Cheshire Cat spoke again. "But you don't have to do anything." He disappeared to another tree again. "If you can't remember something it's like it never happened. Likewise, if something never happened, you can't remember it. Try to hard to remember and your memory might lit to you."

"Lie?" Sora asked.

"That's all I'll say. The rest is for you to figure out." The Cheshire Cat laughed again and disappeared.

* * *

Sora, Donald, and Goofy along with Alice walked through the door. Suddenly instead of being in the forest they were inside a very large kitchen.

"Gawrsh, what's with the sudden change of scenery?" Goofy asked.

"Let's look around!" Alice said excitedly. She ran forward and out of sight. "Oh, dear!" They heard Alice shout and ran forward. In front of Alice was the queen, complete with an army of cards.

"Uh-oh," Sora said as he watched the cards carefully.

"Game's up scoundrels!" the queen shouted. "For stealing my memory I sentence you to…" Suddenly there was a bunch of bright flashes. "I sentence you to…I sentence…" The queen was dumbstruck. "Oh? What's going on? Where am I? What in the world am I doing?" She looked all around. "Confound it, I can't remember!"

"What's wrong with her?" Sora asked.

"Maybe somebody swiped her memory again?" Goofy offered. There were a whole bunch of flashes.

"Sora, watch out!" Alice shouted. "Something's coming!" Sora turned quickly to see the Trickmaster running at him.

"This must be what stole the queen's memory!" Sora yelled as he readied himself for a fight. The Trickmaster was much larger than he was and t his wouldn't be easy. Sora jumped to the side as the Trickmaster slammed one of his juggling sticks on the ground. He saw that the Trickmaster turned and was about to hit Alice with a stick. Sora ran as fast as he could and pushed Alice out of the way but he was hit by the attack. He started to get up but the Trickmaster kicked him across the room.

Sora got up quickly before the Trickmaster got to him. The Trickmaster slammed both of his sticks to the ground. Sora jumped out of the way and grabbed onto the Trickmaster's arm. He started to climb quickly and prepared to attack. The Trickmaster reached up with its other hand and grabbed hold of Sora. With a mighty toss Sora was sent flying across the room once again.

Sora flipped back up to his feet and ran at the Trickmaster. Sora dodged both attacks from the Trickmaster and cut into its leg. The Trickmaster roared in pain and kicked at Sora again. Sora dived out of the way this time and cut into the other leg as well. The Trickmaster finally fell to its knees. Sora jumped up onto the Trickmaster's arm again and used all of his strength with a swing of the Keyblade. With a loud tearing noise the Trickmaster's arm fell off and landed on the floor. The Trickmaster roared again, this time in anger, and slammed its juggling stick into Sora again.

Sora was struggling to get to his feet this time. The Trickmaster was all ready across the room and attacking again. Sora dodged as many as he could but the last one slammed into him. The Trickmaster dropped its stick and picked Sora up. Every one of the Trickmaster's faces grinned as he started to squeeze Sora. Sora summoned the Keyblade and used it to rip through the Trickmaster's hand. The Trickmaster released him and Sora hit the ground hard.

"Goofy!" Sora shouted out and held up the card. Goofy used his Rocket attack and went clean through the Trickmaster, destroying it. Sora shook his head, he had a serious sense of déjà vu.

"You there!" the queen shouted. "All of you! What is the meaning of this? Where did that Heartless come from?"

"How could we know?" Sora asked in desperation.

"So, you refuse to answer?" she suddenly accused. "You're hiding something! They're plotting against me! Seize them immediately!"

"Please, Your Majesty, wait!" Alice stopped her. "It was you who commanded us to destroy the Heartless." Both the queen and Sora gave Alice a shocked look. "Your Majesty, in her prudence, didn't completely trust us at first. And so, at Your Majesty's command, we fought the Heartless to prove ourselves. Isn't that right, Sora?"

"We did?" Sora asked and Alice gave him a stern look. "I mean, we did! Your, uh, Majesty."

"I told you to do that?" the queen asked.

"But Your Majesty, don't you remember?" Alice asked.

"Don't be ridiculous! I never forget anything!" the queen shouted. "Of course I gave the command. Alice, Sora, you did splendidly." With that the queen left and motioned for the cards to follow.

"Well, that was close," Alice sighed.

"Way to improvise!" Sora grinned. "I never would've thought of that."

"But the Cheshire Cat said as much," Alice told them. "Try too hard to remember and your memory might lie to you. The queen would never admit she forgot. So instead she remembered something that didn't happen! She ended up fooling herself." Sora thought for a moment gazing hard at the floor. "What is it, Sora?"

"It's nothing," he said looking back up with his usual big grin. "Well, I guess you'll be safe now."

"And that queen won't give us any more trouble!" Goofy said happily. "After all, we got rid of the Heartless, just like she commanded!"

"Don't tell me you've been fooled, too!" Donald yelled. Sora and Alice couldn't help but laugh.

* * *

Walking through the hallway of Castle Oblivion Sora stopped and let Donald and Goofy walk ahead of him.

"Who was that I remembered?" Sora wondered. "It wasn't Kairi. Was there, some else? What was her name again? I know it, it was…"

"Sora, snap out of it!" Donald yelled.

"What?!" Sora's head snapped up.

"Get a move on!" Donald yelled. "You want to find Riku and the king, don't you?"

"Well, yeah," Sora nodded and Donald walked back to Goofy. "Darn! It was on the tip of my tongue."


	6. Monstro

Floor 5

Monstro

High up in Castle Oblivion, the girl with blond hair in the white dress was still sitting in her chair. She continued drawing in her sketchbook.

* * *

"I remember!" Sora suddenly shouted as the three of them were walking up to the door to the next floor. "There was another girl."

"What? Where?" Goofy looked all around.

"No, no, I mean on the islands where I used to live," Sora said while rolling his eyes. "Besides Kairi and Riku there was another girl I was friends with. The four of us use to play together all the time."

"Well, I'll be!" Jiminy jumped from Sora's pocket. "I think that's the first time you've mentioned her."

"Yeah, I forgot all about her," Sora said a little sadly. "I think she went away when I was still little."

"That's strange," Donald walked up to him. "Why are you remembering all that now?"

"I'm not sure," Sora shook his head. "But it's been coming back to me in pieces as we go through the castle."

"So what's her name?" Goofy asked.

"I don't remember," Sora said. "I feel find of dumb. Here we are, saying we won't forget our friends and I can't even remember her name."

"Sora…" Donald said sympathetically.

"Well, there's no rush!" Goofy clapped him on the back. "Let's keep going. You're bound to remember it, just like the rest!"

"I guess so," Sora shrugged. Sora walked up to the next door and picked out one of the two World Cards left. It was Monstro. He held up the card and walked inside.

* * *

"What a weird place!" Sora said as he placed his hand on the wall. "Everything's kinda springy and soft."

"Nice and warm, too," Goofy looked around. "I'm starting to feel like a nap."

"Shouldn't you be a little more worried?" a voice came from nowhere. Sora pulled out his Keyblade, ready for anything.

"Who's there?" Donald shouted.

"Don't you get it?" the voice asked. "You're inside the belly of Monstro the Whale."

"Why, I know that voice," Jiminy popped up. "Pinocchio? Pinoke, it's you! Come on out!" Sure enough a small figure came running toward them. Sora was shocked when he got a full view of him. It was a small boy made completely out of wood.

"Is that you, Jiminy?" the wooden boy asked excitedly. "Gosh, I never thought I'd meet you here."

"You can't get away from me, son," Jiminy smiled. "I'm your conscience. Your conscience should guide whatever you do. Remember?"

"Sure, Jiminy. I've been a good boy while you were gone. I didn't tell a single lie." As soon as he finished this sentence his nose began to shine then grow.

"Well, for Pete's sake!" Jiminy shook his head as he stared at Pinocchio.

"Oops!" Pinocchio stared down at his nose but quickly changed the subject. "But, how did you end up inside Monstro, anyway."

"We, uh, sort of used a special way," Sora interrupted.

"It's so special we don't know how we did it!" Goofy laughed.

"That's too bad," said a saddened Pinocchio. "I was hoping you could help me and father get out of here."

"Well I'll be! Geppetto's here, too?" Jiminy asked.

"Sure," Pinocchio nodded. "Want to see him? Follow me!"

* * *

Pinocchio lead them through the belly of the whale. The twists and turns were very confusing but Pinocchio seemed to know exactly where he was going. Soon they came to a large opening where there was a ruined ship and an old man.

"Geppetto!" Jiminy cried out.

"Bless my soul, it's Jiminy Cricket," Geppetto stopped what he was doing and came over to them. "How in the world did you get here?"

"You tell me! How does a clockmaker wind up in the belly of a whale?"

"Well, it's a long story…" Geppetto sighed but proceeded to tell the story of how he and Pinocchio winded up where they were.

"So you sailed out to look for Pinocchio…" Donald started.

"…and Monstro swallowed you!" Goofy finished.

"Well, it was worth it, because I found my son," Geppetto nodded.

"But now you can't get out, can you?" Sora asked and Geppetto nodded again. "It must be awful being stuck inside Monstro."

"Not if Pinocchio and I are together," Geppetto said firmly. "I couldn't live without him. There's nothing better than being reunited with someone you care about."

"I feel the way, Geppetto," Sora said.

"I don't care if I'm trapped here, so long as I have Pinocchio. He's such a good boy."

"Well, he still tells fibs," Jiminy shrugged. "But with a little help from me…"

"Oh, Jiminy, you worry too much," Geppetto laughed.

"Speaking of Pinocchio," Sora broke in. "Where is he?"

"He was here a minute ago," Donald said as they all started to look around. "Where's he gone this time?"

"I expect he's off exploring," Geppetto said as if this happened all the time. "That boy has been poking around just about every square inch of Monstro. He won't tell me why it's so important. I tell him it's dangerous, but he won't listen."

"That puppet's a handful," Jiminy shook his head. "Sora, if you don't mind…"

"I know, I know," Sora waved it off. "You want us to help you find him, right? Okay then, let's get going guys!"

* * *

Pinocchio was lost. He knew he must have been somewhere around the stomach seeing as he was on a platform surrounded by burning liquid. He needed to find a way back to Geppetto.

"Oh!" Pinocchio let out a great sigh of relief when he saw Sora and the others running up to him. Before he could say anything Jiminy hopped in front of him.

"Pinocchio, you naughty boy!" Jiminy yelled. "You know Geppetto worries when you wander off by yourself!"

"Jiminy was worried, too!" Donald joined in.

"I'm sorry," Pinocchio hung his head.

"What are you doing anyway?" Sora asked. "Looking for something?"

"Um…yeah, I'm looking for treasure!" Pinocchio said excitedly. There was a bright light and Pinocchio's nose grew once again.

"Here we go again!" Jiminy yelled.

"But, Jiminy…" Pinocchio started.

"Now, don't be so hard on the little fella, Jiminy," Goofy smiled patted Pinocchio on the back. "We promise not to get mad, Pinocchio. Is that why you're afraid to tell? No need to fret. Tell us the truth, we'll understand. Put your trust in Goofy!"

"I was looking for a way out," Pinocchio said with a sigh. "Father says he's happy, but it's my fault we're stuck here. I shouldn't have run away from home. I want to help Father get home to the workshop. But he'll worry if I tell him what I'm doing."

"I get it," Jiminy said in a much more calm voice. "So that's why you had to lie."

"You did it because you loved your dad!" Goofy smiled.

"All you need now is courage!" Donald assured him.

"What?" Pinocchio asked.

"Tell Geppetto the truth," Donald told him. "With a little courage, you can do it! If you tell him how you really feel, I bet he'll help you find a way out."

"And we'll give you a hand!" Sora added.

"Really?" Pinocchio asked hopefully. "You'll help us? Okay, I'll give it a try! Wish me luck, Jiminy!"

"No more keeping secrets, then," Jiminy nodded. "Have we got a deal?"

"Sure! I'll be brave and tell Father how I really feel. No lies this time!"

"Great! Then your nose won't…" Jiminy was cut off when all of Monstro suddenly started shaking. Pinocchio was thrown off his feet and almost feel into the burning liquid but Donald quickly caught him.

"What's happening?" Sora yelled as he tried to steady himself.

"I got a bad feeling about this!" Donald shouted.

"Pinocchio! Run for it!" Jiminy yelled and tried to get Pinocchio to run. Pinocchio nodded and stared running but was cut off from the others as a huge form dropped in front of them It was the Parasite Cage!

"Pinocchio, where are you?" Sora shouted.

"Help! I'm trapped!" Pinocchio's voice came from inside the Parasite Cage. Sora gritted his teeth and ran forward. He summoned the Spellbinder to his hand but just as he was about to attack the Cage whipped a tentacle out with great speed and knocked him far back. Sora was up quickly, almost not being able to stop before hitting the acid.

He ran at the Cage again, this time ducking under the first tentacle and jumping to the side to avoid the second. Sora leaped up and was about to slash through the Cage's head but one of the tentacles shot up and knocked Sora away. Sora punched the ground frustrated. He couldn't get past the Cage's defenses. Sora stood back up but this time stayed back. He needed strategy for this fight.

"Strike Raid!" Sora shouted and tossed the Spellbinder forward as hard as he could. The Cage brought up both tentacles to block it. The attack bounced off of the tentacles but as soon as it returned to Sora's hand he used Strike Raid again. The Cage was unprepared and unable to block this one. It sliced one of the tentacles clean off.

Sora caught the Spellbinder when it came back to him and ran at the Parasite Cage again. He jumped to the side, avoiding the Cage's tentacle and leaped up to its head. He was ready to cut into the Cage's head but it suddenly bit down and sank its teeth deep into Sora's arm. Sora screamed in pain, trying desperately to get his arm free but the Cage's hold was too strong.

Sora tossed the Spellbinder from his right hand to his left. Just as he was about to cut into the Cage's head the tentacle he had cut off suddenly grew back and knocked the Spellbinder out of his hand. Sora struggled harder but no matter what he did he couldn't break the Cage's bite on his arm. He summoned the Spellbinder back to his hand again and this time blocked the strike from the tentacle. The tentacle wouldn't let off on the pressure of the attack so Sora was stuck defending himself.

"Genie!" Sora shouted out and he felt the card glowing in his pocket. Genie appeared in a puff of smoke and fired a magical attack at the Cage. The Cage howled in pain and finally dropped Sora who was quick to cure his arm. As Genie flew back into his card and the Cage slowly recovered Sora calculated a plan. Once he was ready he began to run at the Cage again.

The Cage raised its tentacles ready to defend itself and bite into Sora again. Right before Sora was in striking distance however he summoned both Donald and Goofy. Goofy used his Rocket attack and sliced off one tentacle and Donald used a powerful Thunder to blast off the other. Now that the Cage was defenseless Sora sliced through its large body but it was still not enough to get the Cage to open. Before Sora could attack again the tentacles regenerated and knocked him away. Sora grunted in frustration and slammed both fists into the ground.

"Help me! I'm scared!" Sora heard Pinocchio shout.

"Pinocchio, be brave!" Sora yelled to him.

"How?" Pinocchio asked.

"Don't give up!" Sora shouted as he dodged one of the Cage's tentacles slamming into the ground next to him. "Try fighting your way out!"

"Okay! I'll try!" Sora could hear Pinocchio struggling inside the Cage. Sora ran forward and dodged both tentacles and with a huge leap sunk the Spellbinder deep into the face of the Parasite Cage. There was a great scream of pain and the large mouth of the Parasite Cage opened and Pinocchio jumped out. The Cage let out one more terrible scream before disappearing.

"Pinocchio, are you all right?" Jiminy rushed to Pinocchio's side.

"Don't worry, I'm okay," Pinocchio said happily. "Just a little sticky…But I have a great idea! The Heartless spit me out when I started struggling. Why don't we try the same thing with Monstro?"

"Of course!" Sora nodded. "If we're lucky, Monstro might cough us up!"

"Great idea!" Donald nodded. "Let's go deeper inside and try it!"

"I'm going too!" Pinocchio said firmly.

"No, it's too dangerous," Jiminy said quickly. Pinocchio started to protest but Jiminy cut him off. "You should be with Geppetto. No use escaping form Monstro if you two get separated again!"

"Leave this to us," Sora grinned.

"I guess you're right," Pinocchio said a little disappointed. "Be careful, everybody!" They all nodded and ran off deeper into Monstro.

* * *

Sora, Donald, and Goofy kept running as fast as they could until there was nowhere left to run.

"Looks like this is as far as we can go," Goofy said.

"Ready, then?" Sora summoned the Keyblade into his hand. "Let's shake things up!"

"It would be easier if we had someone to fight," Donald told them.

"Perfect timing," Sora smiled as he saw waves of Heartless coming at them. "Looks like we've got company!" Sora started to doubt a little when he saw just how many Heartless were coming for him. Hoping he would have enough energy to keep them out for as long as he wanted Sora summoned both Goofy and Donald. All three of them ran forward to meet the Heartless head on. When the two forces collided Sora was first to attack by taking out three Soldiers in one swipe then he was knocked to the ground as a whole bunch of Shadows swarmed over him.

Goofy felt good to be fighting free again and was tearing through Heartless left and right. When several Search Ghosts surrounded him he unleashed his Tornado attack and took all of them out. Two Large Bodies came running at him but Goofy was ready. He rolled out of the way and the two Heartless slammed into each other. As they were rocking from the blow Goofy slashed one's back with the edge of shield. The other started to attack again but Goofy leaped up and slammed his shield down onto the Large Bodies head with a thunderous impact.

Donald let out a chain of Fire attacks, destroying lesser Heartless and wounding the more powerful ones. A couple of Air Soldiers came sweeping in from above but he quickly cut them off with a Thunder. When a Shadow leaped at him he used his staff like a bat and smashed the Shadow away. He used a Blizzard spell to blast away several Soldiers in front of him but his victory was short lived when he found that he was surrounded on all sides by Large Bodies. Donald focused and fired off a powerful Thunder attack that destroyed them all.

Sora knocked all the Shadows away from him. He quickly retaliated by cutting them all down. A couple regular Soldiers and a few Air Soldiers came for him. Sora jumped on top of one of the Soldiers and then jumped off of it to reach the Air Soldiers. He sliced through one, then another, then grabbed the last one and tossed it to the ground. On his way down he slammed the Spellbinder through it. He had, however, taken his attention off the Soldiers and one hit him hard on the back of his head and another dug its claws into his back.

Sora quickly knocked the one in his back away so it couldn't take his heart. He looked around to see that Donald and Goofy were fading. He didn't have the energy to keep them out of their cards anymore and they were returned to them. There were still way too many of them for Sora to take on by himself. He reached into his pocket and pulled out the first card he grabbed.

"Cloud!" Sora held the card up high and Cloud appeared before him. The black wing erupted from Cloud's back and he went flying at the Heartless. He sliced through them feverishly, taking out many at a time. He held his sword up into the air and several meteors appeared above him. He pointed his sword forward and the meteors crashed into the Heartless before him. When it was all over and Cloud had gone back into his card Sora saw that only one little Shadow remained.

Sora slammed the Shadow into the wall of Monstro and glanced around seeing no more coming. Had it been enough. There was a low rumbling and all of Monstro started to shake again.

"What now?" Goofy shouted.

"It's working!" Jiminy yelled. "Monstro's going to spit us out!" They all cheered for a moment when they suddenly felt a great force pulling them forward. They were flying forward at a blinding speed. Sora screamed when he suddenly felt his head slam into something and all went black.

* * *

Sora shook his head but it kept on pounding. He opened his eyes and saw Donald and Goofy starting to stir as well. Looking around he saw they were in Monstro's mouth nearly out of the beast.

"Ow," Sora held his head. "Now I know what being shot out of a cannon feels like."

"Where's Pinocchio and his dad?" Goofy asked as he looked around.

"They're gone," Jiminy said. "They must've gotten out safely."

"Without you, Jiminy?" Sora asked. "I thought there was no escaping your conscience!"

"I don't mind being left behind, as long as they're both safe," Jiminy said. "Maybe Pinocchio doesn't need me after all."

"What do you mean?" Sora asked.

"That little puppet used to have trouble telling right form wrong," Jiminy smiled. "But he's come a long way. Maybe he doesn't need Jiminy Cricket anymore. Maybe he's better off without me nagging him all the time."

"Don't you remember what Geppetto said?" Sora said. "There's nothing better than being reunited with someone you care about. I bet Pinocchio's counting the days till he can see you again."

"Well, what do you know? You might be right," Jiminy nodded. There was a sudden bright flash and they felt themselves leaving Monstro for good.

* * *

They were back inside of Castle Oblivion. Exactly how they had gone from a whale to a castle was completely beyond them.

"Hey, Sora!" Donald stopped them. "Did you remember anything else about that girl?"

"Yeah, bits and pieces," Sora said as he slipped into deep thought.

"Tell us about her!" Goofy said. "Talking about it might help you remember."

"Okay. Um…" Sora thought some more. "She was quiet, and almost always drawing pictures. While we were all swimming at the beach, she'd draw a picture of it instead. Sometimes she drew us, too! She was really good at it. I think sometimes Riku and I would fight over who would get his picture drawn next." Sora smiled as he remembered this then it slipped into a frown.

"But one day, she was gone. Just like that. I think our parents knew the reason. They might've even tried to explain it to me. But I was little. I probably didn't understand what was happening. I remember crying a little after she was gone but that's it. I still can't remember her name."

"Still, up until now you didn't remember any of that!" Donald tried to cheer him up. "At this rate, you'll think of her name in no time!"

"Anyone notice something odd?" Jiminy asked. "Sora's remembering things instead of forgetting them. Hmm…Maybe forgetting things is the only way to reach the memories buried deep down."

"You mean you have to forget to remember?" Goofy asked.

"So it's like those black-robed guys said," Sora thought. "Our precious memories lie deep in our hearts, out of reach. And all that stuff about finding being losing and losing being finding… I didn't get it at first, but maybe this is what they were talking about."

"Aww, that's no fair!" Donald shouted. "Why aren't the rest of us of us remembering anything yet? Come on, Goofy! We're not forgetting fast enough! Let's move!"

* * *

High up in Castle Oblivion Sora was being watched. Larxene watched with a smirk on her face but Axel watched in deep concentration.

"It looks like Sora's memories have taken root, just as we planned," Larxene smiled up at Axel.

"Let's see how far our boy will go, then," Axel smiled back. "Think it's time for another round?" Axel turned and started walking away.

"Only if it's my turn to play," Larxene quickly stopped him. "You had your fun on the first floor." Axel stood with his back to her for a moment before turning and tossing some cards to her.

"Remember, Larxene," Axel said. "Our job is to deliver him in one piece."

"Fine," she waved him off. "But who says I can't have my way with him first?"

"Don't break him," Axel stared at her intently.

"Do I detect a soft spot?" Larxene let out a sarcastic gasp.

"He's partly one of us," Axel turned away once again.

"I'm not going to break the toy, Axel," Larxene assured him. "Just play with it. I'm not dumb."

"Then you won't mind the warning," Axel smirked. "Remember, Sora is the key. We need him if we're going to take the Organization."

"So you're in on it, too?" Larxene asked a little surprised. "Well, keep it under your hood until the time is right." With that Larxene disappeared in a flash of electricity. Axel stared at the spot where she vanished form and chuckled a little.

"You would have been wise to do the same, Larxene."

* * *

Yo! I know its been a while but I've just had a few personal problems to deal with. Now, however, I'm back and (hopefully) better than ever!

Now I know, this seems to be a very straight forward retelling of Chain of Memories but I've got great plans for the chapters to come so stick with me! Please? Alright I should be back as soon as next week with the new chapter so until then this is the Prince saying, Love and Peace!!


	7. Halloween Town

Floor 6

Halloween Town

"So, Sora," Goofy stopped as they started up to the next door. "Have you remembered your friend's name yet?"

"Nope," Sora sighed. "For whatever reason her name's the only thing that isn't coming back."

"This must be driving you crazy," Donald said. "You have the memories but no name to go with them."

"Heh, yeah," Sora grinned. He decided to push this to the side of his thoughts for the time being and went up to the next door. He pulled out his final card, Halloween Town. He held up the card and walked through the door.

* * *

This place was very dark. Everything was dark. The sky and the ground were a dark purple color and the place just seemed to scream horror.

"Gawrsh! Don't like the looks of this place," Goofy said as he looked around. "I bet it's crawling with ghosts!"

"Well, then. What's there to worry about?" Donald asked. "You won't be spooked if you already know what's coming!"

"You really think so?" Goofy asked.

"Trust me!" Donald assured him.

"Welcome to Halloween Town!" a voice suddenly shouted to them. The entire place got suddenly even darker and a form appeared before them. It was tall and thin with a black striped suit on.

"A ghost!" Donald screamed in terror. Upon closer inspection of this man Sora noticed why he was so skinny. He was a skeleton!

"Wow, that was the best shriek I've heard in ages!" the skeleton gestured to Donald. "If you're that easy to scare, I'm gonna have a great time!" He started laughing but Sora, Donald, and Goofy didn't take their eyes off him. "Sorry, I haven't even introduced myself. I'm Jack Skellington!" Jack struck a frightening pose. "Halloween Town is my town. I'm the king of nightmares and the master of terror! If you want chills and horror you've come to the right place!"

"Well, we don't!" Donald shouted at him. Jack paid no attention to his outburst.

"At the moment, we've got a little problem in Halloween Town," Jack told them.

"What kind of problem?" Sora asked.

"Well…a problem like this!" Jack motioned at the ground where several Heartless suddenly burst from the ground. There were mainly Wight Knights and Gargoyles but there were also some Search Ghosts. Sora summoned the Keyblade to his hand and saw it was in its Pumpkinhead form. Two Wight Knights leaped at him but Sora was able to avoid them. He turned to attack them before they landed but a Gargoyle hit him hard in his back. Sora hit the ground hard and the two Wight Knights that had attacked came and held him down.

The three Search Ghosts started floating down to him. Sora quickly overpowered the Wight Knights and flipped back onto his feet. He slashed through one of the Search Ghosts with his Pumpkinhead then shot off a powerful Blizzard that took out the other two. Sora turned his attention back to the Wight Knights and had to dodge an attack right away. He ducked underneath an attack and from that position front flipped to avoid another.

Sora struck back by cutting down one Wight Knight and then another. The Gargoyles circling overhead and suddenly changed direction and flew down at him with amazing speed. Sora was prepared to jump out of the way but the two remaining Wight Knights jumped in and grabbed hold of him. He was unable to get them off of him in time and all of the Gargoyles crashed into him. Sora flew back and landed hard on the ground. He was slow getting to his feet and saw that the Gargoyles were flying for him again. He held the Pumpkinhead up and pointed it at them.

"Stop!" he shouted and they all halted in midair. Sora took this chance and jumped forward. He cut through two of them but before he could get the other two the Wight Knights attacked again. Sora blocked their attacks but he was getting tired and he wouldn't be able to hold them for long.

"Donald!" The card glowed in his pocket then Donald appeared. He fired a very powerful Blizzard spell at the Wight Knights and destroyed them. Sora ran past Donald and leaped as far as he could into the air. The Gargoyles were ready to rip into Sora with their claws but Sora had a different idea. "Warp!" he shouted and suddenly he wasn't in front of the Gargoyles, he was behind them and he slashed through them to finish it.

"What's the big idea!" Donald shouted furiously at Jack. "Why'd you go and call the Heartless!"

"I didn't call them," Jack tried to calm him down. "In fact, I'd love to get rid of them. The Heartless go around attacking people, instead of just scaring them."

"Why are they here?" Sora asked.

"I was just going to ask Dr. Finkelstein the same question," Jack said. "I'm heading to his laboratory right now. Follow me!" Jack motioned for them to follow and walked off toward a large building in the distance.

"Sora, what should we do?" Jiminy jumped onto his shoulder.

"I guess we'd better go," Sora shrugged. They didn't really have any other choice.

"I don't like this," Donald stopped them. "What if he's leading us right to the Heartless?"

"Bingo! You saw right through me!" Jack suddenly jumped down with a fierce look on his face and crouched in front of Donald who once again screamed in terror. Then Jack started to laugh. "Just a joke! Now let's get going!"

* * *

Sora was quite nervous as he walked through the creepy laboratory. There were vials with the poison symbol all over the room. Sitting in a wheelchair in front of them was a pale man with an incredibly large head.

"Allow me to introduce Dr. Finkelstein, the world-famous genius!" Jack motioned toward the man in the wheelchair.

"Yes!" Dr. Finkelstein suddenly shouted. "Maybe I'm too smart. I'm afraid I've created something horrible!"

"Gawrsh! What's that?" Goofy asked with his eyes wide.

"Well…" Dr. Finkelstein motioned them forward and lowered his voice. "Have you ever stopped to think about true memories?"

"True memories?" Sora asked his eyes shooting open for a whole different reason.

"Our hearts are full of memories, but not all of them reflect the truth," Dr. Finkelstein started to explain. "The hearts isn't a recording device. Even important memories change with time. They warp or fade, leaving us with but a shadow of what we hoped to remember."

"Could that be happening to me?" Sora asked.

"It happens to everyone," Dr. Finkelstein nodded. "Some memories grow ugly, and some become more beautiful. If we could recover our true memories, the world would seem completely different. So, I devised a potion from forget-me-nots that brings our true memories back."

"Did it work?" Sora asked quickly.

"Well, that's the problem…" Dr. Finkelstein turned around to a large table and started messing with some potions.

"As soon as the doctor got a whiff of the potion, Heartless started popping up!" Jack explained for him.

"Sounds to me like the experiment failed," Donald said.

"No!" Dr. Finkelstein turned impossibly fast. "My research is flawless! I just need another look at the potion to find out what went wrong!" Dr. Finkelstein's gaze then fell to the floor. "Unfortunately, it's vanished."

"Maybe someone swiped it?" Sora suggested.

"It must've been Sally!" Dr. Finkelstein suddenly shouted. "Jack, you've got to find her and get my potion back."

"Leave it to me!" Jack assured him.

"Can I tag along?" Sora asked.

"What for?" Jack gave Sora a suspicious look.

"I want to know more about these true memories the doctor keeps mentioning," Sora said.

"Excellent!" Jack shouted and grabbed Sora by his shoulder. "Let's go find Sally, then!"

* * *

Sora and the others found Sally in a large graveyard. She looked as if she had somehow been sown together.

"There you are, Sally!" Jack exclaimed as they walked up to her. "I thought I'd find you here."

"Who are your friends?" Sally eyed Sora, Donald, and Goofy.

"They're interested in true memories," Jack told her. "You have the potion, don't you?"

"Well…yes," Sally pulled out the potion.

"Could you give it back?" Sora asked eagerly.

"I guess so, if you insist," Sally shrugged her shoulders. "But, I'm afraid. All the Doctor did was smell it and the Heartless appeared. What if someone drinks it?"

"Are you kidding?" Jack asked. "What could be more exciting?"

"I'm worried, Jack. Isn't there another way?"

"Any ideas, Jack?" Sora asked.

"I can't think of a thing," Jack said.

"I can!" a booming voice came from nowhere. "Give it here!" Two big doors flew open and a giant ghost the seemed to be made of cloth came from them. He grabbed the potion and ran as fast as he could.

"Oh, no!" Sally shouted. "The potion!"

"Oogie!" Jack shouted and they ran after the large ghost to find him standing in front of them with the potion in his hand. "You again!"

"Jack, where are your manners?" Oogie laughed. "I'm just helping you put the potion to good use! You should thank me! Well, well. Just one sniff, and the Heartless appeared. What would happen if I chugged the whole thing? That would be scary! Poor Jack! You can't hold a candle to Oogie Boogie. Halloween Town is going to taste pain and despair beyond any nightmare!" Oogie ran off incredibly quickly.

"Pain and despair?" Jack shouted. "Oogie, you monster!"

"Come on Jack! We've gotta go after him!" Sora yelled and they all ran off as Sally watched them leave.

* * *

Sora ran as fast as he could into the manor as the others came out of their cards. They were standing on a giant roulette wheel. Oogie was standing on a level higher then them with potion in hand.

"Oogie!" Jack shouted to him. "Hand over the potion!"

"You fools don't know when to quit!" Oogie yelled as he held the potion higher. "Say… all this running around is making me thirsty!"

"Oogie! No!" Sora shouted.

"Yes!" Oogie took the potion and drank it all down.

"Oh, no…" Sora shook his head.

"Ahh! Lip-smacking good!" Oogie laughed. "Now I can awaken my true memories" Then Oogie suddenly stopped laughing and his eyes went wide. "Agh! What's this? What…Something's welling up deep inside me! Something scary!"

"Oogie!" Jack shouted. "What's going on?"

"No!" Oogie shouted as he looked at Sora with a frightened look on his face. "Get back! Stay away from me!" Sora was confused and he walked closer to Oogie. "Get away! You're scaring me!"

Oogie may have been scared but that didn't stop him from attacking. He threw three large dice down at Sora and they exploded in front of him. The force of the explosion sent Sora flying backwards. He hit against the wall but was able to land on his feet. Sora tried running at Oogie again but was almost impaled when large spikes came form the ground that blocked Sora from getting to Oogie. While Sora was trying to hind a way over the spikes Oogie began to start three spinning buzz saws around the roulette.

If Sora had not heard the buzz saw coming he would have been finished. Since he did hear it, however, he was able to jump out of the way. Just as he avoided the first one the next two were upon him. He rolled underneath the first one and when he saw there was no way to avoid the next one he held the Pumpkinhead up in front of him. The buzz saw crashed against the Pumpkinhead and the sparks flew. It took all of Sora's strength to make sure the buzz saw didn't knock the Pumpkinhead away and leave him completely defenseless.

Sora dropped to the ground and let go of the Pumpkinhead at the same time. The Pumpkinhead went flying across the room but he was still safe. He summoned it back to him and got ready to go after Oogie. Right as he was about to Oogie started up three giant scythes that started going up and down. As they got closer Sora timed it carefully and jumped through them as they came down. When the last scythe started coming down Sora leaped up and stood on top of the scythe.

Oogie looked shocked when Sora was able to leap from the scythe over the spikes to land in front of him. Sora started running toward Oogie who cried in terror and threw his arms forward. Right before Sora was able to connect two Gargoyles swooped down and slammed Sora back into the spikes. While Sora was dazed Oogie picked him up and tossed him back over the spikes so he landed hard on the roulette.

Sora shook hid head as he stood back up. He looked only to see both the buzz saws and the scythes coming at him. He braced himself as they got closer. He leaped over the first buzz saw then back flipped to avoid the scythe. He dropped to the ground and rolled to avoid the next buzz saw and scythe. He jumped and planted his hand on the last buzz saw then pushed off of it, grabbing hold of the top of the last scythe and leaping off to avoid that. As he looked back and saw all the deadly objects go back inside the roulette he dropped to his knees and let out a huge sigh of relief.

Sora reached into his pocket and pulled out the first card he could grab. When he looked he saw that it had Jack's picture on it. Sora wasn't sure when he had gotten that card but he shrugged and held it up. Sure enough Jack appeared from it. Without a word Jack grabbed Sora and leaped right over the spikes. Sora ran toward Oogie and when the two Gargoyles tried to stop him Jack grabbed them and slammed them into the ground. Oogie shouted in horror as Sora came at him and covered his face with his arms. Sora jumped up and knocked his arms away getting real close to his face.

"Boo!" Sora shouted and took the Pumpkinhead slashing straight through Oogie's gut. As the bugs spilled out of him Oogie looked down and then up at Sora.

"Not again," Oogie muttered. "Not again!" With that final scream Oogie was completely drained of his bugs.

"Again?" Sora questioned as he stared down at Oogie's remains. He reached down and grabbed the bottle of the memory potion. There was only a little left but it would have to do. "Time to get this back to the doctor."

* * *

"Confound that Oogie Boogie!" Dr. Finkelstein slammed his fist on the table. "He drank nearly all of my precious potion! There are only a few drops left!"

"Sora, why don't you ask the doc if you can drink the rest?" Goofy asked.

"No," Sora said after he stared at the potion for a while. "I better not."

"What, don't you want it?" Dr. Finkelstein asked and Sora shook his head. "Too bad. It would have been a great experiment."

"Now, doctor…" Sally said while giving him a look.

"Don't you want to find out about your true memories?" Jack asked.

"Of course," Sora said quickly. "Now more than ever. But there's this guy, Axel. I promised him I'd find the truth on my own." Donald and Goofy stared at Sora for a while but left it alone.

"I just don't understand," Dr. Finkelstein shook his head. "When I inhaled the potion, Heartless appeared and when Oogie drank it he was overcome with fear. What could it mean?"

"It means the potion was a failure," Sally said.

"No! I can't be wrong!" Dr. Finkelstein yelled. "Oogie must have found his true memories! Hmm…True memories must unbalance the heart and cause unpredictable change within!"

"Then, what about me?" Sora asked. "What happens when my true memories awaken?"

"Perhaps something even more terrifying," Dr. Finkelstein said ominously. "But this is all just a hypothesis. I can't be sure without further research." Dr. Finkelstein nodded to them and left the room.

"What's wrong, Sora?" Jack asked when he noticed Sora staring at the ground. "Does the doctor's theory scare you?"

"Well, yeah, a little," Sora shrugged.

"That's good to hear!" Jack suddenly shouted. "Fear and insecurities are signs of a strong heart. Without that strength, your zest for life would fade, as would your taste for fear. And believe me, that would ruin my fun."

"Thanks, Jack," Sora smiled. "I'll remember that."

"Then good luck, gentlemen!" Jack yelled. "May you always enjoy being frightened!"

* * *

Sora, Donald, and Goofy walked through Castle Oblivion. They all stopped when they saw Larxene standing in front of them.

"You're with Axel, aren't you!" Donald shouted.

"Ooh, aren't you clever," Larxene smirked. "The name's Larxene. Are you enjoying your stay in Castle Oblivion? I bet it's nice to peel all the worthless memories away and awaken the true memories that lie deep in your heart."

"True memories?" Sora asked quietly.

"But you're still forgetting something, aren't you, Sora?" Larxene asked. "The most important thing. When that poor girl hears you've forgotten her name, she'll be heartbroken."

"You know her?!" Sora shouted. "Is she…here?"

"Uh-huh," Larxene winked at Sora. "The bad guys are holding her deep within the castle. And you, the hero, have to go save her. Sadly, there's a catch." Larxene suddenly rushed forward and shot a lightening spell into Sora's chest. Sora was thrown back and Kairi's lucky charm was thrown from his pocket. "I'm a bad guy, so you'll have to go through me!"

"Sora!" Goofy shouted as Sora groaned and held his chest. Sora turned and saw Kairi's charm on the floor.

"What's that?" Sora stared at it. "Is that mine?"

"Tsk, tsk," Larxene shook her head. "You've been wearing it all this time, and you forgot? No, you couldn't have. The memory is engraved in your heart. Now think, Sora. What oh what could it be? Who gave it to you?"

"Na…" Sora started then there was a sudden flash. "Na…mi…"

"That's right!" Larxene edged him on. "Free the memory from your heart!"

"Nami…" Sora started again. "Namine."

"Well, it's about time," Larxene smiled. "That's right, Namine. She's the one that gave you the cheesy good luck charm. Not that you remembered." Larxene disappeared and reappeared near the charm. "No surprise seeing as you forgot her name. Talk about heartless! It'd serve you right if I smashed this piece of junk!" Larxene pulled out three shuriken in each hand.

Sora leaped up and knocked her away form it. He picked it up and slipped it back into his pocket.

"Don't you touch it!" He yelled. "Namine gave me this. It's precious to me!"

"Precious?" Larxene asked. "Spare me! Ten seconds ago you didn't even know what it was!" Larxene raised her shuriken and leaped at Sora.

Sora was fully prepared and held up the Keyblade to block her attack. Once the shuriken hit the Keyblade, however, an electrical surge traveled through it and blasted Sora backwards. Sora got to his feet but his ears were ringing. He had been hit by electrical attacks before but nothing to that magnitude. He was starting to see a pattern with these cloaked people. Axel had controlled fire to a masterful degree now here was Larxene with complete control over electricity.

Sora didn't have too much time to contemplate this because Larxene was bearing down on him. This time, instead of blocking the attack, Sora rolled out of the way. Sora started to swing the Keyblade down at her but Larxene smirked and concentrated a large amount of electricity to the point and Sora's attack was blocked. A bolt shot out from this little electrical shield and sent Sora flying backwards again.

"Don't you see, Sora?" Larxene chuckled. "It is not the electricity I control but the lightning itself!" Larxene laughed and shot a bolt of lightning at Sora. Sora flipped to the side to avoid the attack. Larxene started tossing shuriken at Sora but he knocked them out of the air with the Keyblade. He started running at her, dodging lightning and shuriken as he ran. When he finally got to her he swung the Keyblade but she blocked it with a handful of shuriken.

The two started going back and forth, attacking and blocking. Larxene swung the shuriken down and Sora knew he had to dodge. He swung the Keyblade at her open side but the lightning shield blocked his attack again. Sora quickly swung the Keyblade around to attack her from above the shield but she blocked with the shuriken. Larxene brought her foot up and kicked Sora in the gut. Finally she succeeded in stabbing a single shuriken through his shoulder. Sora dodged her next attack and pulled the object out of him. He attacked again but the predictable shield popped up again.

"Thunder!" Sora shouted and the two electrical energies canceled each other out and Sora finally got past the shield. Larxene screamed in pain and fury as the Keyblade tore into her side. She literally spat in Sora's face and blasted him with a powerful bolt of lightning sending him flying across the room again. Sora had to wipe her spit off his face as he stood up but he had a triumphant smile. This only served in infuriating Larxene even more.

"Don't get too cocky, Keybearer!" she shouted. "Lightning Bullets!" She pulled several shuriken from her coat but this time wrapped lightning around them before throwing them. They shot at Sora so fast he could hardly see them coming. He somehow managed to knock the first and second out of the air but all the others tore through him. Sora coughed up blood as he started to stand.

"Donald! Goofy!" Sora summoned both of his friends. Goofy jumped forward to keep Larxene busy while Donald healed Sora. Larxene brought down her shuriken but Goofy blocked them with his shield. Goofy went to smash his shield against Larxene but she put up a lightning shield. Before she could do anything to attack Goofy a Fire spell, courtesy of Donald, hit her square in the chest and sent her flying into the wall. Sora thanked his friends as they disappeared back into their cards. This time Sora decided to stay on the defensive and braced himself with the Keyblade out.

"Not even the Keyblade will protect you from me!" Larxene laughed as she started gathering a large amount of lightning in her hands. Sora quickly realized that being on the defensive wasn't such a good idea at this point. He tried to get to her before she shot off her attack but he was too late. "Lightning Bolt!" Larxene shot out the huge amount of energy. Not only did the attack cause a searing pain but it held him in place. He was unable to avoid the attack. "I could keep this up forever!" Larxene laughed and poured more into the attack.

Sora screamed in pain as he tried to get out but he couldn't. Whatever strength he did have was quickly being sapped by the Lightning Bolt attack. Sora had no doubt that if Larxene held this attack for more than a few more minutes, it would definitely kill him.

* * *

Axel watched the intense battle from high up in Castle Oblivion. As he watched Sora scream in agony he couldn't help but clench his fist. After all, it was almost like seeing _him_ in that pain. Axel decided that if Sora didn't escape from the attack in the next minute and a half he would go down and stop Larxene. If Sora was killed there was no telling what would happen to the other one. "Roxas…"

* * *

Sora gritted his teeth and clenched his muscles as he prepared for one last desperate attempt. With a louder scream than any of the others before he unleashed as much magic energy as he could and the attack was finally blasted away. Sora had no energy left and dropped to the ground unmoving. Larxene looked shocked but seeing Sora lying there defenseless brought a grin to her face and she pulled out a shuriken. She walked up and was ready to finish him off for good.

"Got you," she heard Sora's voice and stared at him in confusion. "Warp!" Suddenly Sora wasn't lying on the ground but disappeared. Next thing Larxene felt was the blunt side of the Keyblade crashing against her head. She hit the ground hard. Sora picked her up by her arm and slammed her against the wall, sticking the Keyblade up to her throat. Larxene looked shocked but nodded her head, signaling that she conceded.

"Hey, you're not half bad," Larxene smirked. "Guess you really are a hero. A heartless hero!"

"Who asked you?" Sora shouted.

"Does it hurt because it's true? Grow up, Sora. If you're going to be a baby then here, play with these." Larxene pulled out the cards Axel gave her and tossed them over to Sora. "They're more cards from your memories. Say thank you like a good boy." She laughed and then disappeared.

"Wait, Larxene!" Sora shouted into the air. "Where are you? Don't you dare hide from me! Show yourself!"

"Sora, calm down!" Jiminy jumped out of Sora's pocket. "She's not coming back!"

"Sora?" Goofy approached him slowly.

"I hate her," Sora spat out. "It's not fair that she's the one who made me remember. Namine is too special for that." Donald and Goofy gave Sora a worried stare but he only continued to stare at the ceiling.

* * *

Way up in Castle Oblivion Axel calmly watched Larxene walk back into the room. She gave a sarcastic sigh.

"Throwing that battle back there really wore me out," she smirked.

"Throwing the battle?" Axel asked, always one to push other people's buttons. "Looks to me like you plain old lost the battle."

"How dare you!" Larxene screamed. "You just don't appreciate the finer nuances of…"

"Axel is right," came another voice. "That was an ungainly performance, Larxene." A new person walked into the room. He wore the Organization's signature black coat but he had light brown hair that reached down past his shoulders.

"Vexen!" Larxene shouted, surprised.

"Humbled by someone of such limited significance," Vexen shook his head. "You shame yourself and the Organization." Larxene growled at him in anger.

"Can we help you, Vexen?" Axel interrupted hoping to stop a fight from starting. "It's not very often we see you topside."

"I came to lend a hand," Vexen said simply. "I remain unconvinced of any potential in this hero you've been coddling. Perhaps and experiment would put my doubts to rest."

"I knew this would happen," Larxene glared at him. "Everything's an experiment with you."

"I'm a scientist," Vexen smirked. "Experimentation is what I do."

"Whatever, Vexen," Axel waved him off. "Do what you want. But cut the act. Testing Sora is just and excuse to test your little follower."

"Follower?" Vexen chuckled. "I'll have you know he's the product of very much research."

"What he is is a toy," Larxene said.

"I see I'm wasting my time," Vexen rolled his eyes.

"Have your fun," Axel said while reaching into his coat. "But take this with you. A wild card to keep the game fresh." He tossed a card to him. "Now tell me I don't respect my elders."

"I dare say I won't," Vexen smirked and turned around to his follower. He was a teenage boy with silver hair coming to his shoulders wearing dark clothing.


End file.
